Navios Maritime Holdings Inc. and N Logistics Holdings Corporation (“NLHC”), a company controlled by the Company’s Chairwoman and Chief Executive Officer, Angeliki Frangou, announced today that they entered into a definitive merger agreement (the “Merger Agreement”), pursuant to which NLHC will acquire all of the outstanding shares of common stock of the Company not already owned by NLHC (“Common Shares”) for $2.28 per share in cash, without interest (the “Merger”). The Agreement follows the offer made by an affiliate of Ms. Frangou on September 13, 2023 to acquire the Common Shares.
The $2.28 per share price represents a premium of approximately 43% to the closing price of the Company’s common stock on September 12, 2023, the last trading day before the Company’s announcement of the September 13th offer.
As previously disclosed, the Company’s Board of Directors formed a Special Committee, consisting solely of independent and disinterested directors (the “Special Committee”), to consider NLHC’s offer.
The Company’s Board of Directors, acting on the unanimous recommendation of the Special Committee, approved the Merger Agreement by unanimous vote of the directors not affiliated with NLHC or its affiliates. The Special Committee, with the assistance of its independent financial and legal advisors, exclusively negotiated the terms of the Merger Agreement on behalf of the Company.
The Merger, which is expected to close no later than the first quarter of 2024, is subject to approval of the Merger by the Company’s stockholders at a special meeting of the Company’s stockholders to be held in due course, as well as other customary closing conditions. The Merger requires the affirmative vote of the holders of a majority of the total votes entitled to be cast by the holders of all outstanding voting shares of the Company, voting together as a single class. An affiliate of NLHC that holds shares representing a majority of the Company’s voting power has agreed to vote the shares of the Company owned by it and its affiliates in favor of the Merger.
Advisors
Latham & Watkins LLP acted as legal advisor and Jefferies LLC acted as financial advisor to the Special Committee. Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisor and S. Goldman Advisors LLC acted as financial advisor to NLHC.
