Oceanaut, Inc. (AMEX: OKN) (AMEX: OKN.U) (AMEX: OKN.WS) (the
"Company" or "Oceanaut") today announced that it has entered into
definitive agreements pursuant to which it has agreed to purchase,
for an aggregate purchase price of $352 million in cash, four dry
bulk carriers (the "Transaction"). The Transaction will be financed
by the cash held in Oceanaut's trust account along with the
proceeds from an already secured loan facility and preferred equity
to be issued to Excel.
Upon delivery of the vessels to be acquired as part of the
Transaction, Oceanaut will own an initial fleet of three Panamax
dry bulk carriers and one Supra-Panamax dry bulk carrier. The
vessels have a combined cargo-carrying capacity of over 278,000
deadweight tons and an average age of approximately four years. All
the vessels will be under medium to long-term time charters, with
an average term of 3.3 years, entered into with first-class
customers such as Cargill, COSCO and Mitsui OSK Lines. Maryville
Maritime Inc., an affiliate of Excel, will provide technical and
commercial management services to Oceanaut's fleet at arm's length
rates.
Oceanaut is an Excel Maritime Carriers Ltd (or "Excel")
sponsored company with the business strategy of owning and
operating a modern fleet of vessels under long-term time charters,
thus aiming to secure stable high returns to investors. Oceanaut
intends to increase distributable cash flow and dividends per share
through accretive acquisitions of additional vessels. The Board of
Excel has granted Oceanaut a right of first refusal to consider for
purchase any vessels with long-term charters (over 4 years) that
Excel intends to sell in the future and for any acquisition
opportunities for vessels with long term charters (over 4 years)
that Excel might be presented with in the future.
Based on the fixed time charters and expected operating costs
for the initial fleet, Oceanaut anticipates generating revenue of
approximately $69.7 million and EBITDA of approximately $60.6
million for the full year 2009. Oceanaut intends to pay quarterly
dividends, beginning with an initial base dividend of $0.28 per
share payable for the fourth quarter of 2008. This implies a 13.6%
yield based on Oceanaut's estimated cash held in trust of $8.25 per
share as of September 30, 2008. In addition, Oceanaut's sponsors
have agreed to convert 5.6 million shares into non-cumulative
subordinated shares which will not be entitled to receive dividends
until the second quarter of 2010. Thereafter, dividends will be
paid on subordinated shares provided that common shareholders have
received full payment of all base dividends.
Oceanaut's management believes there is favorable business
potential in the long-term charter market, particularly for dry
bulk vessels. The dry bulk trade has been growing at an annual
growth rate of approximately 5.9% for the years 2001 to 2007. This
growth is primarily being driven by China's, India's and other
emerging markets' demand for coal, iron ore and grain, as well as
the increasing ton-miles for goods transported as a result of
globalization. In an effort to manage their business and protect
against any possible future volatility in the dry bulk spot market,
end users (customers) are increasingly chartering in long-term
capacity.
CEO, President and Chairman of the Board, Gabriel Panayotides,
has extensive experience in creating value for shareholders in the
public capital markets as Chairman of Excel. In addition, Oceanaut
has an experienced Board of Directors which will include Stamatis
Molaris (CEO of Excel) and representatives from the shipping and
financial industries as well as an independent conflicts committee
to approve any future affiliated transactions.
"We are pleased to bring this high-quality fleet acquisition to
our shareholders," said Mr. Panayotides. "We believe that the
quality and type of the fleet we intend to acquire is a solid start
for Oceanaut that takes advantage of the anticipated market
opportunities. Our vision is to structure the Company as a
long-term contracted charter business with a high dividend payout
that complements the operations and business strategy of Excel. We
expect to see significant additional accretive growth opportunities
for the Company and we plan to continue to expand the fleet while
delivering value to our current and future shareholders."
The Board of Directors of Excel has approved purchases, both in
the open market and in privately negotiated transactions, of
Oceanaut's common stock before the date of the shareholder meeting
to consider this Transaction, subject to prevailing market prices
and in compliance with applicable securities laws.
The transaction is subject to obtaining Oceanaut shareholders'
approval and is expected to close by the end of September 2008.
Oceanaut will in due course file a Report of Foreign Private
Issuer on Form 6-K disclosing further details on the Transaction
and attaching copies of the definitive agreements.
Conference Call details
Conference call will take please today, Monday, August 25, 2008
at 11:00 EDT. Participants should dial into the call 10 minutes
before the scheduled time using the following numbers: 1(866)
819-7111 (from the US), 0(800) 953-0329 (from the UK) or +(44) 1452
542 301 (from outside the US). Please quote "Oceanaut."
A replay of the conference call will be available until
September 1, 2008. The United States replay number is 1(866) 247
4222; the international replay number is 0(800) 953-1533; from the
UK or (+44) 1452-550 000 and access code required for the replay
is: 23271374#.
Slides and audio webcast
There will also be a simultaneous live webcast over the
Internet, through Oceanaut's website (www.oceanautinc.com).
Participants to the live webcast should register on the website
approximately 10 minutes prior to the start of the webcast.
About Oceanaut, Inc.
Oceanaut, Inc. (AMEX: OKN) (AMEX: OKN.U) (AMEX: OKN.WS) is a
blank check company formed for the purpose of acquiring, through a
merger, capital stock exchange, asset acquisition, stock purchase
or other similar business combination, vessels or one or more
operating businesses in the shipping industry.
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. 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. 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, future operating or
financial results; expectations regarding the strength of the
future growth of the shipping industry, including the rate of
annual demand in the dry bulk sector; future payments of dividends
and the availability of cash for payment of dividends; the
Company's expectations relating to dividend payments and forecasts
of its ability to make such payments; future acquisitions, business
strategy and expected capital spending; general market conditions
and shipping industry trends, including charter rates and factors
affecting supply and demand; the Company's ability to enter into
long-term, fixed-rate charters; general competitive factors in the
dry bulk market; 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.
Additional Information
In connection with the proposed transaction and required
shareholder approval, Oceanaut will file with the SEC a proxy
statement that will be mailed to the shareholders of Oceanaut.
Oceanaut's shareholders are urged to read the proxy statement and
other relevant materials when they become available as they will
contain important information about the transaction and related
matters. Shareholders will be able to obtain a copy of the
definitive proxy statement, without charge, by directing a request
to: Oceanaut, Inc., 17th Km National Road Athens-Lamia &
Finikos Street, 145 64 Nea Kifisia, Athens, Greece. Once filed,
investors and security holders will be able to obtain free copies
of these documents through the website maintained by the SEC at
http://www.sec.gov. Oceanaut and its officers and directors may be
deemed to be participating in the solicitation of proxies from the
Oceanaut shareholders in favor of the approval of the proposed
transaction. Information concerning Oceanaut's directors and
officers is set forth in the publicly filed documents of Oceanaut.
Shareholders may obtain more detailed information regarding the
direct and indirect interests of Oceanaut and its directors and
executive officers in the transaction and related financing by
reading the proxy statement regarding the proposed acquisition,
which will be filed with the SEC.
Contact: Investor Relations/Financial Media: Capital Link, Inc.
Nicolas Bornozis President 230 Park Avenue Suite 1536 New York, NY
10169 Tel. +1 (212) 661-7566 E-mail: nbornozis@capitallink.com
www.capitallink.com Company: Oceanaut, Inc. Lefteris Papatrifon
Chief Financial Officer 17th km National Road Athens-Lamia &
Finikos Street 145 64 Nea Kifisia Athens, Greece Tel: +30 (210)
6209-520 Fax: +30 (210) 6209-528 E-Mail: info@oceanautinc.com
www.oceanautinc.com
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