-- Acquiring 6 dry bulk carriers from members of the Restis Family
-- Management and Board of Directors with significant shipping and public
company experience
-- The Restis family has extensive, strong relationships in multiple
verticals in the shipping industry
-- Seanergy Maritime's Chairman has a successful track record of
growing public companies and creating shareholder value
-- Initial consideration of $395,280,750 with a potential earn-out worth
an additional $43,080,750 if certain EBITDA hurdles are met
-- Initial consideration includes $367,030,750 in cash and an
additional $28,250,000 in the form of a 2 year promissory note
-- Members of the Restis family purchased 50% of SRG's founder's
equity and 50% of SRG's private placement warrants from Mr.
Panagiotis Zafet and Mr. Simon Zafet
-- The Company plans to distribute annually 54% of its distributable cash
flow in dividends, which equates to 12% of the $10.00 per share amount
held in trust. The projected cash flow is expected to generate one
of the highest yields in the high dividend yield dry bulk peer group.
-- Modern and diversified fleet with an average age of 10.5 years
-- Fleet growth potential: excess capital and debt capacity provide a
vehicle for future growth.
-- Affiliates of the Restis Family are giving a right of first
refusal to Seanergy to purchase an additional 2 vessels in 2009
Seanergy Maritime Corp. (
Time
Vessel Capacity Year TCE Charter
Vessel Name* Vessel Type Class (dwt) Built Rate Expiry
---------------------------------------------------------------------------
M/V African
Oryx Single Hull Handysize 24,110 1997 30,000 Sep-09
M/V African
Zebra Single Hull Handysize 38,632 1985 36,000 Sep-09
M/V Hull K215 Single Hull Supramax 54,000 2008 60,000 Sep-09
M/V Bremen Max Single Hull Panamax 73,503 1993 65,000 Sep-09
M/V Hamburg Max Single Hull Panamax 73,498 1994 65,000 Sep-09
M/V Hull K216 Single Hull Supramax 54,000 2008 60,000 Oct-09
Total/Average 317,743 10.5 yrs 52,667
In addition, it is intended that, after the closing of the transaction,
Enterprises Shipping and Trading, S.A. will provide technical management
services and Safbulk Pty Ltd. will provide charter party brokerage services
to Seanergy's fleet. Both entities are affiliates of members of the Restis
family.
On a pro forma basis, as a result of the Business Combination, without
giving effect to additional shares earnable in the earn-out or the
conversion of the promissory note with a conversion price of $12.50:
-- there will be 42,290,833 total shares outstanding on a fully-diluted
treasury method basis, based on cash in trust of approximately $10.00 per
share as of March 31, 2008, which is the date of Seanergy Maritime's most
recent quarterly filing;
-- on a fully-diluted treasury method basis, affiliates of the Restis
family are expected to own approximately 13.1% of Seanergy's outstanding
shares of common stock, Seanergy's current insiders are expected to own
approximately 13.1% of Seanergy's outstanding shares of common stock and
the public is expected to own approximately 73.7% of Seanergy's outstanding
shares of common stock;
-- the Company will have net debt of approximately $150,530,750;
-- the Company projects the first full year of operations to produce
EBITDA of approximately $88,780,540.
Concurrently with entering into the definitive agreements, each of the
Company's former Chief Executive Officer and Co-Chairman of the Board of
Directors, Mr. Panagiotis Zafet, and the Company's former Chief Operating
Officer and Director, Mr. Simon Zafet, sold to affiliates of the Restis
family beneficial ownership of their securities of the Company to companies
associated with members of the Restis family in exchange for an agreed upon
sales price and resigned from their offices and directorships of the
Company. In addition, Messrs. George Hamawi and Roger Beberniss, each an
independent director of the Company, resigned from the Company's Board.
The remaining members of the Board of Directors approved a resolution
recognizing the valuable contribution to the Company of the departing
directors, particularly for supporting the Company in pursuing the business
opportunity represented by the definitive agreements.
Mr. Dale Ploughman has replaced Mr. Panagiotis Zafet as Chief Executive
Officer and Mr. Ploughman and Mr. Kostas Koutsoubelis, both designated by
the affiliates of the Restis family, were appointed as directors of the
Company. Mr. Georgios Koutsolioutsos has been appointed the sole Chairman
of the Board of Directors, and Mr. Alexios Komninos, the Company's Chief
Financial Officer and Treasurer, Mr. Ioannis Tsigkounakis, the Company's
Secretary and Mr. Elias Culucundis, continue to serve as directors of the
Company.
The definitive agreements provide for the transaction to close by July 30,
2008. The Company's acquisition of the fleet of dry bulk carriers and the
merger with Buyer is conditioned upon the consummation of each such other
transaction and is each subject to the approval of Seanergy's shareholders.
Seanergy will also file a Report on Form 6-K disclosing further details on
the fleet acquisition and merger and attaching copies of the definitive
agreements.
Maxim Group LLC served as sole financial advisor to Seanergy Maritime Corp.
Loeb & Loeb LP served as United States legal counsel to Seanergy Maritime
Corp., Vgenopoulos and Partners Law Firm served as Greek legal counsel to
Seanergy Maritime Corp. and Broad and Cassel served as legal counsel to the
members of the Restis Family.
Management will hold a conference call on Thursday, May 22, 2008 at 11:00
EDT to discuss the transaction.
Conference Call details
Participants should dial into the call 10 minutes before the scheduled time
using the following numbers: 1 866 819 7111 (from the US), 0800 953 0329
(from the UK) or +44 1452 542 301 (from outside the US). Please quote
"Seanergy."
In case of any problem with the above numbers, please dial 1 866 223 0615
(from the US), 0800 694 1503 (from the UK) or +44 1452 586 513 (from
outside the US). Quote "Seanergy."
A telephonic replay of the conference call will be available until May 29,
2008 by dialing 1866 247 4222 (from the US), 0800 953 1533 (from the UK) or
+44 1452 550 000 (from outside the US). Access Code: 2094507#
Audio and Slides Webcast
There will also be a live and then archived replay of the conference call
together with slides which can be accessible through the website of the
Company at www.seanergymaritime.com.
Participants to the audio webcast should register on the website
approximately 10 minutes prior to the start of the webcast.
About Seanergy Maritime Corp.
Seanergy Maritime Corp. is a newly organized Business Combination
Company™, or BCC™. A BCC™ is a blank check company formed for the
purpose of acquiring, through a merger, capital stock exchange, asset
acquisition or other similar business combination, an unidentified
operating business.
Forward-Looking Statement
This press release contains forward-looking statements (as defined in
Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended) concerning future events
and the Company's growth strategy and measures to implement such strategy.
Words such as "expects," "intends," "plans," "believes," "anticipates,"
"hopes," "estimates," and variations of such words and similar expressions
are intended to identify forward-looking statements. Although the Company
believes that the expectations reflected in such forward-looking statements
are reasonable, no assurance can be given that such expectations will prove
to have been correct. These statements involve known and unknown risks and
are based upon a number of assumptions and estimates, which are inherently
subject to significant uncertainties and contingencies, many of which are
beyond the control of the Company. Actual results may differ materially
from those expressed or implied by such forward-looking statements. Factors
that could cause actual results to differ materially include, but are not
limited to, the scope and timing of SEC and other regulatory agency review,
competitive factors in the market in which the Company operates; risks
associated with operations outside the United States; and other factors
listed from time to time in the Company's filings with the Securities and
Exchange Commission. The Company expressly disclaims any obligations or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in the
Company's expectations with respect thereto or any change in events,
conditions or circumstances on which any statement is based.
Additional Information
In connection with the proposed transaction and required shareholder
approval, Seanergy will file with the SEC a proxy statement that will be
mailed to the shareholders of Seanergy. Seanergy's shareholders are urged
to read the proxy statement and other relevant materials when they become
available as they will contain important information about the transaction
and related matters. Shareholders will be able to obtain a copy of the
definitive proxy statement, without charge, by directing a request to:
Seanergy Maritime Corp., Alexios Komninos, Chief Financial Officer, 33
Stadiou Str., Athens 105 59, Greece. Once filed, investors and security
holders will be able to obtain free copies of these documents through the
website maintained by the SEC at http://www.sec.gov.
Seanergy and its officers and directors may be deemed to be participating
in the solicitation of proxies from the Seanergy shareholders in favor of
the approval of the proposed transaction. Information concerning Seanergy's
directors and officers is set forth in the publicly filed documents of
Seanergy. Shareholders may obtain more detailed information regarding the
direct and indirect interests of Seanergy and its directors and executive
officers in the transaction and related financing by reading the proxy
statement regarding the proposed acquisition, which will be filed with the
SEC.
Contact Information: For Further Information please contact: Seanergy Maritime Corp. Alexis Komninos Chief Financial Officer 33 Stadiou Str Athens 105 59, Greece Tel: 30 210 3726200 Facsimile: +30-210 3218847 E-mail: kalexis@komninos.gr Investor Relations / Media: Capital Link, Inc. Paul Lampoutis 230 Park Avenue Suite 1536 New York, NY 10169 Tel. (212) 661-7566 E-mail: seanergy@capitallink.com