Contact Information: Company Contact: Paul J. Cornell Chief Financial Officer Tel. 713-751-7525 E-mail: pcornell@quintanamaritime.com Investor Relations / Financial Media: Ramnique Grewal Capital Link, Inc., New York Tel. 212.661.7566 E-mail: rgrewal@capitallink.com
Quintana Maritime Limited Adopts Shareholder Rights Plan and Amends Bylaws
| Source: Quintana Maritime Limited
ATHENS, GREECE--(Marketwire - November 13, 2007) - Quintana Maritime Limited (NASDAQ : QMAR )
("Quintana"), an international provider of dry bulk cargo marine
transportation services, reported today that its Board of Directors
("Board") adopted a stockholder rights plan ("Rights Plan"). Quintana
recently announced that its Board had retained financial advisors to assist
in assessing possible alternatives to maximize stockholder value.
Consistent with the practice of many public companies, the Board believes
that the Rights are an appropriate measure to protect the interests of the
stockholders while the Company pursues its strategic review. The Rights
are designed to guard against attempts to take over the Company for a price
that the Board determines does not reflect the Company's full value, or
which are conducted in a manner or on terms not approved by the Board as
being in the best interests of the stockholders.
In connection with the adoption of the Rights Plan, the Board declared a
dividend distribution of one preferred share purchase right (a "Right") on
each outstanding share of Quintana common stock. The dividend distribution
will be made on November 22, 2007 to stockholders of record on that date,
and is not taxable to stockholders. The Rights will expire on November 12,
2017.
The Rights Plan is not expected to have any effect on the trading of
Quintana's common stock, reported earnings or cash flow per share unless,
following certain events set forth in the plan, the rights separate from
the underlying common shares and become exercisable.
The rights will become exercisable and trade separately from the common
stock upon the earlier of (i) ten days following the public announcement or
disclosure that a person or group has acquired beneficial ownership of 15
percent or more of the outstanding Quintana common stock (thereby becoming
an Acquiring Person) or (ii) ten business days following the commencement
of, or the announcement of an intention to make, a tender offer or exchange
offer, that would result in ownership of 15 percent or more of common
stock. In such circumstances, each right entitles stockholders to buy one
one-thousandth of a share of a new series of junior participating preferred
stock at a purchase price of $75.00.
In the event that the rights are triggered, stockholders of record will be
able to exercise each right to receive, upon payment of the exercise price,
shares of common stock having a market value equal to twice the exercise
price. An Acquiring Person will not be entitled to exercise any rights.
The foregoing description of the Rights Plan does not purport to be
complete and is qualified in its entirety by reference to the full text of
the Rights Plan, which will be filed with the Securities and Exchange
Commission.
In addition to the Rights Plan, the Board amended Quintana's bylaws.
Previously, action by 10 percent of stockholders eligible to vote was
required to call a special meeting of the stockholders. The Board amended
that bylaw, now requiring action by 50 percent of stockholders eligible to
vote in order to call a special meeting of the stockholders. This
amendment was enacted to guard against any coercive actions as Quintana
pursues its strategic alternatives.
ABOUT QUINTANA MARITIME LIMITED
Quintana Maritime Limited, based in Greece, is an international provider of
dry bulk cargo marine transportation services. As of today, the company
owns a fleet of 22 vessels and, together with 7 Panamax vessels under
bareboat charters, operates 29 vessels, including 14 Kamsarmax bulkers, 11
Panamax vessels and 4 Capesize vessels with a total carrying capacity of
2,644,043 dwt. The dwt weighted average age of the vessels, excluding the
seven vessels on bareboat charters, is 2.8 years. In addition, Quintana has
ordered 8 Capesize newbuilding vessels, one of which will be wholly owned
and the remaining seven of which will be partially owned through joint
ventures. Once all acquisitions and newbuilding orders are completed and
assuming no further vessel disposals, Quintana will operate a fleet of 37
dry bulk vessels, including 12 Capesize vessels, 11 Panamax vessels and 14
Kamsarmax vessels, with a total capacity of 4,086,043 dwt. The dwt weighted
average age of the whole fleet, including the Capesize vessels on order and
excluding the seven vessels sold and leased back, is currently 1.8 years.
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,
including expected vessel acquisitions and entering into further time
charters. 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.
Such statements include comments regarding expected revenues and time
charters. 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 changes in the demand for
dry bulk vessels, 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.