Contact Information: Excel contact information: Lefteris Papatrifon Chief Financial Officer Excel Maritime Carriers Ltd. 17th Km National Road Athens-Lamia & Finikos Street 145 64 Nea Kifisia Athens, Greece Tel: 011-30-210-62-09-520 Fax: 011-30-210-62-09-528 E-Mail: info@excelmaritime.com http://www.excelmaritime.com Investor Relations / Financial Media: Nicolas Bornozis President Capital Link, Inc. 230 Park Avenue - Suite 1536 New York, NY 10160, USA Tel: (212) 661-7566 Fax: (212) 661-7526 E-Mail: nbornozis@capitallink.com www.capitallink.com Quintana contact information: Paul J. Cornell Chief Financial Officer Quintana Maritime Limited Tel. (713) 751-7525 E-mail: pcornell@quintanamaritime.com Investor Relations / Financial Media: Ramnique Grewal Vice President Capital Link, Inc. 230 Park Avenue - Suite 1536 New York, NY 10160, USA Tel: (212) 661-7566 Fax: (212) 661-7526 E-mail: rgrewal@capitallink.com
Excel Maritime Carriers Ltd to Acquire Quintana Maritime Limited
| Source: Excel Maritime Carriers Ltd and Quintana Maritime Limited
ATHENS, GREECE--(Marketwire - January 29, 2008) - Excel Maritime Carriers Ltd (Excel) (NYSE : EXM ) and Quintana Maritime Limited (Quintana) (NASDAQ : QMAR ) jointly
announced today that Excel has agreed to acquire Quintana pursuant to a
definitive merger agreement whereby Quintana would become a wholly owned
subsidiary of Excel. Excel will pay $13.00 per share in cash per share of
Quintana common stock and 0.4084 shares of Excel Class A common stock per
share of Quintana common stock. In the event the average closing price of
Excel's Class A common stock during the 15 trading day period ending before
the effective date of the merger exceeds $45 per share, this exchange ratio
will be adjusted so that the total value delivery per Quintana share
including cash is $31.38, unadjusted for dividend payments. Based on
Excel's closing price of $33.00 as of January 28, 2008, and unadjusted for
dividend payments, the offer represents a total value of $26.48 per share,
representing a 57% premium to Quintana's January 28th closing price of
$16.89 and a 34% premium to Quintana's 30-day average price. In all cases,
the value of the Excel Class A common stock to be delivered per Quintana
share shall be reduced by the amount of any dividends paid by Quintana in
2008 up to the closing of the merger. The merger agreement was approved by
the boards of directors of each company.
Stamatis Molaris, Chief Executive Officer and President of Quintana,
commented, "This is a highly attractive offer for Quintana. By capturing
significant value in cash and retaining equity upside via stock in the
combined company, we believe that we are delivering the ideal value
combination to our shareholders."
TRANSFORMATIONAL TRANSACTION
The combined company will operate the fleet of 47 vessels with a total
carrying capacity of 3.7 million DWT. The size of the fleet is expected to
increase to 55 vessels with a total carrying capacity of 5.2 million DWT
after the addition of 8 Capesize vessels which are expected to be delivered
by the end of 2010.
This is a transformational transaction for Excel as it is elevated to a
world class dry bulk shipping company with one of the largest and youngest
fleets in the industry. It also transforms its client base with a list of
blue chip customers including EDF Trading, BHP Billiton, Bunge, Cargill,
and Oldendorff. Excel will operate one of the largest dry bulk fleets by
DWT of any U.S. listed company, a combined 55 vessels, with almost 5.2
million DWT cargo carrying capacity and with an average age of 8.1 years.
Gabriel Panayotides, the Chairman of the Board of Directors of Excel, said,
"We are pleased to announce a combination with Quintana today. We are
creating one of the world's premier dry bulk shipping companies. This
transaction is an important step towards achieving that goal. Quintana
offers an extremely attractive and young fleet, strong relationships with
its customers, and skilled and knowledgeable management. Excel's goal is to
fully integrate Quintana's fleet, systems and management capability into
our organization, providing our customers with a large and diverse fleet to
serve all their needs efficiently. We welcome Stamatis to the role of
Chief Executive Officer and to our Board of Directors as well as Hans
Mende, Corbin Robertson III and Paul Cornell to our Board of Directors. We
look forward to working with them in order to build value for our existing
and new shareholders."
Stamatis Molaris additionally commented: "I am excited to have the
opportunity to lead this new company and participate in the further
consolidation of our industry. The new company will provide our customers
with enhanced service and our shareholders with greater productivity and
profitability. The combined Company will have sufficient scale and be one
of the world's largest dry bulk companies by number of operated ships and
DWT. I am anticipating that shareholders will realize considerable synergy
benefits due to economies of scale and sophisticated management practices
on operational and technical aspects of the combined fleet. We anticipate
annual savings of between $15 million and $20 million."
TERMS OF TRANSACTION
Under the agreement, Quintana shareholders will receive a combination of
cash and stock. Each Quintana share will receive $13.00 in cash and 0.4084
shares of Class A common stock in Excel. If Excel's average closing price
during the 15 trading day period ending before the effective date of the
merger is above $45.00 per share, the number of Excel shares will be
adjusted so that the total value delivery per Quintana share including cash
is $31.38. In all cases, the value of the Excel Class A common stock to be
delivered per Quintana share shall be reduced by the amount of any
dividends paid by Quintana in 2008 up to the closing of the merger. The
total transaction value will be approximately $2.45 billion (based on
Excel's closing price of $33.00), including assumed net debt and other
costs. In addition, Quintana will nominate three directors, Hans Mende,
Corbin Robertson III, and Paul Cornell, who will serve on Excel's Board of
Directors.
The transaction is subject to customary closing conditions, including the
receipt of financing, approval of Quintana's stockholders and receipt of
regulatory approvals.
Excel has received a financing commitment for $1.4 billion from a syndicate
of international banks led by Nordea Bank Finland PLC, London Branch. Excel
and Quintana currently expect the transaction to close in the second
quarter of 2008.
Citi acted as financial advisor to Quintana. Legal advisors to Quintana
were Morgan, Lewis & Bockius LLP.
Deutsche Bank Securities Inc. acted as financial advisor to Excel. Legal
advisors to Excel were White & Case LLP and Gr. J. Timagenis Law Office.
The bank financing is arranged by a consortium of Credit Suisse, DVB Bank
AG, Deutsche Bank AG Filale Deutschlandgeschaft, General Electric Capital
Corporation, National Bank of Greece and Nordea Bank Finland PLC, London
Branch. Nordea will act as agent for this transaction and together with
Deutsche Bank will serve as joint bookrunners.
CONFERENCE CALL DETAILS
On Tuesday, January 29, 2008, at 9:00 a.m. EST, the management of Excel
Maritime Carriers and Quintana Maritime Limited will host a joint
conference call 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 (0)1452-542-301 (all other callers). Please quote
"Excel Maritime and Quintana Maritime."
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 (0) 1452-586-513 (all other callers). Quote "Excel Maritime and
Quintana Maritime."
A telephonic replay of the conference call will be available until February
5, 2008 by dialing 1-866-247-4222 (from the US), 0800-953-1533 (from the
UK) or +44 1452-550-000 (all other callers). Access Code: 1838801#.
Slides and audio webcast:
There will also be a live -- and then archived -- webcast of the conference
call, through the Excel Maritime Carriers and Quintana Maritime websites
(www.excelmaritime.com and www.quintanamaritime.com). Participants to the
live webcast should register on the website approximately 10 minutes prior
to the start of the webcast.
ABOUT EXCEL MARITIME CARRIERS LTD.
Excel is an owner and operator of dry bulk carriers and a provider of
worldwide seaborne transportation services for dry bulk cargoes, such as
iron ore, coal and grains, as well as bauxite, fertilizers and steel
products. Excel's current fleet consists of 18 vessels (10 Panamax, 6
Handymax and 2 Supramax vessels) with a total carrying capacity of
1,074,022 DWT. Excel was incorporated in 1988 and its common stock was
listed on the American Stock Exchange (AMEX) from 1998 until September 15,
2005, when Excel switched to the New York Stock Exchange (NYSE) where it
trades under the symbol EXM. For more information about Excel, please go
to our corporate website www.excelmaritime.com.
ABOUT QUINTANA MARITIME LIMITED
Quintana, based in Greece, is an international provider of dry bulk cargo
marine transportation services. Quintana currently owns a fleet of 22
vessels and, together with 7 Panamax vessels under bareboat charters,
operates 29 vessels (14 Kamsarmax, 11 Panamax and 4 Capesize vessels) with
a total carrying capacity of 2,644,043 DWT tons. The DWT weighted average
age of vessels Quintana owns is 3.2 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 vessel disposals, Quintana will operate a fleet of 37 dry bulk
vessels (14 Kamsarmax, 11 Panamax and 12 Capesize vessels) with a total
capacity of 4,086,043 DWT. For more information about Quintana, please go
to our corporate website www.quintanamaritime.com.
FORWARD-LOOKING STATEMENTS AND ADDITIONAL INFORMATION
This joint press release issued by Excel Maritime Carriers Ltd ("Excel")
and Quintana Maritime Limited ("Quintana") on January 29, 2008, contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including, but not limited to, statements
relating to Excel's planned acquisition of Quintana and the expected terms
and timing of the transaction. Words such as "anticipate," "believe,"
"plan," "estimate," "expect," "intend," "will," "should," "may," and other
similar expressions are intended to identify
forward-looking statements. Such statements are based upon the current
beliefs and expectations of our management and involve a number of
significant risks and uncertainties, many of which are difficult to predict
and generally beyond the control of Excel and Quintana. Actual results may
differ materially from the results anticipated in these forward-looking
statements. The following factors, among others, could cause or contribute
to such material differences: the ability to obtain the approval of the
transaction by Quintana shareholders; the ability to obtain governmental
approvals of the transaction or to satisfy other conditions to the
transaction on the proposed terms and timeframe; the ability to realize the
expected synergies resulting for the transaction in the amounts or in the
timeframe anticipated; the ability of Excel to obtain financing and the
ability to integrate Quintana's businesses into those of Excel in a timely
and cost-efficient manner. Additional factors that could cause Excel's and
Quintana's results to differ materially from those described in the
forward-looking statements can be found in the 2006 Annual Report on Form
20-F of Excel and the 2006 Annual Report on Form 10-K of Quintana filed
with the Securities and Exchange Commission and available at the Securities
and Exchange Commission's website.
This communication is being made in respect of the proposed merger
transaction involving Excel and Quintana. In connection with the proposed
transaction, Excel will file with the Securities and Exchange Commission a
registration statement on Form F-4 containing a proxy statement/prospectus.
The proposed merger transaction involving Excel and Quintana will be
submitted to Quintana's shareholders for their consideration. Shareholders
are encouraged to read the proxy statement/prospectus regarding the
proposed transaction when it becomes available because it will contain
important information. Shareholders will be able to obtain a free copy of
the proxy statement/prospectus, as well as other filings containing
information about Excel and Quintana without charge, at the Securities and
Exchange Commission's Internet site (http://www.sec.gov). Copies of the
proxy statement/prospectus and the filings with the Securities and Exchange
Commission that will be incorporated by reference in the proxy
statement/prospectus can also be obtained, when available, without charge,
by directing a request to Excel or to Quintana per the investor relations
contact information below.
Excel, Quintana and their respective directors and executive officers and
other persons may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information regarding
Excel's directors and executive officers is available in Excel's notice of
annual meeting and proxy statement for its most recent annual meeting and
Excel's Annual Report on Form 20-F for the year ended December 31, 2006,
which were filed with the Securities and Exchange Commission on September
14, 2007 and June 26, 2007, respectively, and information regarding
Quintana's directors and executive officers is available in Quintana's
proxy statement for its most recent annual meeting of shareholders. Other
information regarding the participants in the solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement/prospectus and other
relevant materials to be filed with the Securities and Exchange Commission
when they become available.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities shall
be made except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended.