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Aries Maritime Transport Limited Signs Letter of Intent for Acquisition of Control by Grandunion
6 minutes ago - Globenewswire
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RAMS 0.76 0.00%
As of 12:00 AM ET 6/23/09
Aries Maritime Transport Limited (Nasdaq:RAMS) today announced that it has entered into a non-binding letter of intent with Grandunion, Inc., a company controlled by Michael Zolotas and Nicholas Fistes, that contemplates, among other things, the acquisition of three Capesize drybulk carriers with an approximate net asset value of $36.0 million in exchange for 15,977,778 newly issued shares of the Company, and a change of control of the Company's Board of Directors.
Upon closing the transaction, Mr. Fistes would serve as the Chairman of the Board of Directors, and Mr. Zolotas would serve as a member of the Board and President of the Company. Grandunion would also designate the Chief Financial Officer of the Company and four out of seven members of the Board (including Messrs. Fistes and Zolotas).
The letter of intent is subject to a number of conditions, including (a) the receipt of a commitment letter from a bank for a fully underwritten private issuance of $145.0 million aggregate principal amount of 7% Senior Unsecured Convertible Notes due 2014 (the "Notes"), the proceeds of which would be used primarily to fund vessel acquisitions and partially repay existing indebtedness; and (b) obtaining certain amendments to the Company's existing senior credit facility.
The letter of intent obligates the parties to negotiate in good faith, but does not obligate them to complete definitive agreements or to close the transaction. The letter of intent provides for a binding 60-day exclusivity period and a $3,000,000 break-up fee payable to Grandunion in certain events. The exclusivity period will terminate if Grandunion is unable to procure a signed commitment letter to fully underwrite the $145.0 million in principal amount of the Notes and certain amendments to the Company's existing credit facility. The letter of intent may also be terminated if no definitive agreement has been entered into by August 31, 2009.
About Aries Maritime Transport Limited
Aries Maritime Transport Limited is an international shipping company that owns and operates products tankers and container vessels. The Company's products tanker fleet consists of five MR tankers and four Panamax tankers, all of which are double-hulled. The Company also owns a fleet of three container vessels that range in capacity from 1,799 to 2,917 TEU. Seven of the Company's 12 vessels are secured on period charters. Charters for two of the Company's products tanker vessels currently have profit-sharing components.
For more information about Aries Maritime Transport Limited, please visit the Company's website at http://www.ariesmaritime.com
About Grandunion Inc.
Grandunion is a Marshall Islands corporation controlled by Michael Zolotas and Nicholas Fistes. Each of Messrs. Zolotas and Fistes has over 20 years experience operating shipping companies. Mr. Fistes serves currently as the Chairman of Grandunion, Chairman of the International Association of Independent Tanker Owners (IntertanKo) and a member of the Executive Committee of Intercargo, the international association of dry cargo vessel owners. Mr. Zolotas is the CEO of Grandunion, and President of Stamford Navigation Inc. Both Mr. Fistes and Mr. Zolotas hold memberships in a number of classification societies.
This press release includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release include matters that involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from results expressed or implied by this press release. Actual results may differ due to factors such as material adverse events affecting either the Company or Grandunion or the ability of either of the Company or Grandunion to satisfy the conditions to completion of the transactions. The Company and Grandunion are not obligated to enter into a definitive agreement and the change of control transaction described in this press release may never occur. The Company undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after the date of this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement.
This news release was distributed by GlobeNewswire, www.globenewswire.com
SOURCE: Aries Maritime Transport Limited