Navios Maritime Holdings Inc. announced that it is amending its previously announced tender offer to purchase any and all outstanding Series G and Series H American Depositary Shares (the “Series G ADSs and the “Series H ADSs”, together the “ADSs”) for cash pursuant to the amended terms described herein. Initially, if the Series G ADSs and Series H ADSs were tendered and not withdrawn before 11:59 p.m. (New York City time) on November 2, 2026, then the Company would pay $12.00 in cash per share, less any applicable withholdings taxes.
As amended, if the Series G ADSs and Series H ADSs are tendered and not withdrawn before 11:59 p.m. (New York City time) on November 9, 2026 (the “Expiration Date”), then the Company will pay $16.00 in cash per share, less any applicable withholdings taxes.
As the price range of the Offer has been increased as described above, holders who have already tendered ADSs do not need to take any further action. Any ADSs tendered at a price below $16.00 per ADS will be deemed to have been tendered at $16.00 per ADS.
Any other holders who wish to tender their ADSs in the Offer or change the number of ADSs they wish to tender in the Offer must provide instructions to their bank, broker or other securities intermediary on or prior to the Expiration Date. Tendering holders may continue to use the instruction letters that were previously circulated. While those instructions indicate that Navios Holdings is offering to pay $12.00 per ADS, holders using those instruction letters will nevertheless be subject to the increased Purchase Price of $16.00 per share, less any applicable withholding taxes.
The amended Series H and Series G Tender Consideration is equal to:
- A premium of $10.05 (169%) for the Series H ADSs and $9.37 (141%) for the Series G ADSs over the volume weighted average price for period ended October 2, 2026 of $5.95 and $6.63, respectively.
- A premium of $9.40 (142%) for the Series H ADSs and $8.97 (128%) for the Series G ADSs over the volume weighted average price for the 90-day period ended October 2, 2026, of $6.60 and $7.03, respectively.
- A premium of $9.00 (129%) for the Series H ADSs and $8.00 (100%) for the Series G ADSs over the last trade in the period ended on October 2, 2026 of $7.00 and $8.00, respectively.
Under the terms of the Offer being made exclusively to existing holders of Series G ADSs and Series H ADSs, the Company is offering to acquire any and all of the outstanding Series G ADSs, each representing 1/100th of a Share of 8.75% Series G Cumulative Redeemable Perpetual Preferred Stock, and any and all of the outstanding Series H ADSs, each representing 1/100th of a Share of 8.625% Series H Cumulative Redeemable Perpetual Preferred Stock, less any applicable withholdings taxes, pursuant to the terms and conditions set forth in the Offer to Purchase, dated October 9, 2026 (the “Offer to Purchase”), as amended by the information herein. The exact details of the consideration paid, as amended, and tender acceptance are described herein and in the Offer to Purchase, respectively.
Except as set forth herein as such terms amend the Offer, the complete terms and conditions of the Offer remain the same as set forth in the Offer to Purchase dated October 9, 2026, and the related instruction letters.
The Company has been advised that approximately 85,630 Series H ADSs and 5,125 Series G ADSs have been validly tendered pursuant to the Offer and not properly withdrawn.
Conditions to the Offer
The Offer is not conditioned upon the receipt of any minimum number of Series G ADSs or Series H ADSs being tendered or any additional financing. However, the completion of the Offer is subject to certain other conditions as set forth in the Offer to Purchase.
Expiration
The Offer and withdrawal rights are scheduled to expire at 11:59 p.m., New York City Time, on November 9, 2026, the Expiration Date.
The Depository Trust Company and its direct and indirect participants will establish their own cutoff dates and times to receive instructions to tender in this Offer to Purchase, which will be earlier than the Expiration Date. You should contact your broker or other securities intermediary to determine the cutoff date and time applicable to you, in order to timely tender your ADSs and participate in this Offer.