MONACO, March 24, 2021 (GLOBE NEWSWIRE) -- Navios Maritime Containers L.P. (“Navios Containers”) (NASDAQ:NMCI) announced that at its Special Meeting of Limited Partners held earlier today in Monaco, the Navios Containers common unit holders approved the merger (the “Merger”) contemplated by the previously announced Agreement and Plan of Merger, (the “Merger Agreement”), dated December 31, 2020, by and among Navios Maritime Partners L.P. (“Navios Partners”), its direct wholly-owned subsidiary NMM Merger Sub LLC (“Merger Sub”), Navios Containers and its general partner, Navios Maritime Containers GP LLC. Pursuant to the Merger Agreement, Merger Sub will be merged with and into Navios Containers, with Navios Containers being a wholly-owned subsidiary of Navios Partners.
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, which is expected to be March 31, 2021, each outstanding common unit representing limited partner interests in Navios Containers that is held by a common unit holder, other than Navios Partners, Navios Containers and their respective subsidiaries (the “Public Unitholders”), will be cancelled and automatically converted into the right to receive 0.39 of a common unit representing limited partner interests in Navios Partners.
Based on the March 23, 2021 closing price of Navios Partners, this exchange ratio would provide Public Unitholders with consideration of $9.65 per common unit of Navios Containers, representing a premium of 346.9% to Navios Containers’ closing price on November 13, 2020, the last trading day before Navios Partners announced its proposal to acquire all publicly held common units of Navios Containers, and a premium of 135.4% to Navios Containers’ closing price as of December 31, 2020, the last trading day before announcement of the Merger Agreement.
The assets and liabilities and results of operations of Navios Containers will be included in Navios Partners’ consolidated results of operations from and only for periods subsequent to the effective time of the Merger. Following the Merger, Navios Containers will no longer be a publicly traded or publicly reporting company.
Latham & Watkins LLP acted as legal advisor and Pareto Securities AS acted as financial advisor to the Conflicts Committee of Navios Containers. Thomson Hine LLP acted as legal advisor to Navios Containers. Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisor and S. Goldman Advisors LLC acted as financial advisor to Navios Partners.
About Navios Maritime Containers L.P.
Navios Maritime Containers L.P. is a growth-oriented international owner and operator of containerships. For more information, please visit our website at www.navios-containers.com.
Advisory on Forward-Looking Information and Statements
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 expectations. The words “believe,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,” “potential,” “may,” “should,” “expect” “pending” and similar expressions identify forward-looking statements. Such statements are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections. In addition, there is uncertainty about the spread of the COVID-19 virus and the impact it may have on the Company’s operations, the demand for the Company’s services, products, global supply chains and economic activity in general. Many factors could cause actual results to differ materially from the statements made, including those risks described from time to time in filings made by the Company with the Securities and Exchange Commission. The Company encourages you to review other factors that may affect its future results in the Company’s registration statement and in its other filings with the Securities and Exchange Commission. Statements contained in this current press release regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The Company does not assume any obligation to update these forward-looking statements, other than as required by law.
Contact:
Navios Maritime Containers L.P.
+1.212.906.8648
investors@navios-containers.com
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, which is expected to be March 31, 2021, each outstanding common unit representing limited partner interests in Navios Containers that is held by a common unit holder, other than Navios Partners, Navios Containers and their respective subsidiaries (the “Public Unitholders”), will be cancelled and automatically converted into the right to receive 0.39 of a common unit representing limited partner interests in Navios Partners.
Based on the March 23, 2021 closing price of Navios Partners, this exchange ratio would provide Public Unitholders with consideration of $9.65 per common unit of Navios Containers, representing a premium of 346.9% to Navios Containers’ closing price on November 13, 2020, the last trading day before Navios Partners announced its proposal to acquire all publicly held common units of Navios Containers, and a premium of 135.4% to Navios Containers’ closing price as of December 31, 2020, the last trading day before announcement of the Merger Agreement.
The assets and liabilities and results of operations of Navios Containers will be included in Navios Partners’ consolidated results of operations from and only for periods subsequent to the effective time of the Merger. Following the Merger, Navios Containers will no longer be a publicly traded or publicly reporting company.
Latham & Watkins LLP acted as legal advisor and Pareto Securities AS acted as financial advisor to the Conflicts Committee of Navios Containers. Thomson Hine LLP acted as legal advisor to Navios Containers. Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisor and S. Goldman Advisors LLC acted as financial advisor to Navios Partners.
About Navios Maritime Containers L.P.
Navios Maritime Containers L.P. is a growth-oriented international owner and operator of containerships. For more information, please visit our website at www.navios-containers.com.
Advisory on Forward-Looking Information and Statements
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 expectations. The words “believe,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,” “potential,” “may,” “should,” “expect” “pending” and similar expressions identify forward-looking statements. Such statements are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections. In addition, there is uncertainty about the spread of the COVID-19 virus and the impact it may have on the Company’s operations, the demand for the Company’s services, products, global supply chains and economic activity in general. Many factors could cause actual results to differ materially from the statements made, including those risks described from time to time in filings made by the Company with the Securities and Exchange Commission. The Company encourages you to review other factors that may affect its future results in the Company’s registration statement and in its other filings with the Securities and Exchange Commission. Statements contained in this current press release regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The Company does not assume any obligation to update these forward-looking statements, other than as required by law.
Contact:
Navios Maritime Containers L.P.
+1.212.906.8648
investors@navios-containers.com
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