Navios Maritime Holdings Inc. Increases Exchange Offer Consideration & Extends Exchange Offer
• 38.0% Premium - Series G ADS Over October 17, 2016 Closing Price
• 36.2% Premium - Series H ADS Over October 17, 2016 Closing Price
• Exchange Offer - Extended Through October 31, 2016
Monaco, Oct. 18, 2016
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Amended Offer
The Company announced that it increased the exchange consideration to ADS holders and extended the expiration date of the Exchange Offer through 11:59 pm on Monday, October 31, 2016.
The amended terms of the Exchange Offer provide as follows:
Series G ADSs
• For shares of Series G ADS surrendered, the Company is offering: - $7.18 in cash and/or - 6.29 shares of Common Stock
• The revised consideration represents an increase of (1) $1.33 per share in cash and (2) 1.52 of a share of Common Stock.
This Exchange Offer includes a premium of 38.0% to the closing price of the Series G ADS on October 17, 2016.
Series H ADSs
• For shares of Series H ADS surrendered, the Company is offering: - $7.06 in cash and/or - 6.19 shares of Common Stock
• This consideration represents an increase of (1) $1.31 per share in cash and (2) 1.5 of a share in Common Stock.
This Exchange Offer includes a premium of 36.2% to the closing price of the Series H ADS on October 17, 2016.
Extension and Other Considerations
Holders may elect to tender any portion of their Series G ADSs or Series H ADSs for cash and any portion for Common Stock, provided that no more than 50% of the Series G ADSs, as a class, tendered will receive cash, and no more than 50% of Series H ADSs, as a class, tendered will receive cash. Any Series G ADSs or Series H ADSs tendered in excess of this limitation will be allocated shares of Common Stock instead.
If all conditions to the Exchange Offer are satisfied or waived, the Company will acquire all tendered Series G ADSs or Series H ADSs. However, only whole shares of Common Stock will be delivered. You will receive cash in lieu of any fraction of a share of Common Stock. If you have already tendered your ADSs in the Exchange Offer you do not need to take further action to receive the increased consideration.
The revised consideration represents a 35% premium to the volume weighted average price for cash and common stock exchanges, as consolidated and reported by Bloomberg, for the twenty consecutive trading days before the launch of the Exchange Offer. The amended terms also extend the expiration date of the offer to exchange until 11:59 pm on Monday, October 31, 2016.
As of 11:59 p.m. New York City time on October 17, 2016, 1,658,678 Series H ADSs and 371,704 Series G ADSs had been validly tendered for exchange for cash and/or newly issued shares of common stock in the Exchange Offer and were not validly withdrawn. Holders who wish to tender their Series G ADSs and Series H ADSs must deliver, or cause to be delivered, their ADSs and other required documents to the exchange agent before the expiration date.
Complete Terms and Conditions
Georgeson LLC is acting as the Information Agent for the Exchange Offer.
Bank of New York Mellon is acting as the Exchange Agent and Depository for the Exchange Offer.
The complete terms and conditions of the Exchange Offer is set forth in the offers to exchange and related letters of transmittal that are being sent to holders of the Series G ADSs and Series H ADSs.
Copies of the offer to exchange and letters of transmittal may also be obtained from the Information Agent:
Georgeson LLC
Telephone: (888) 607-9252
E-mail: Navios@georgeson.com
Copies of the offer to exchange and letters of transmittal may be found on the Company's website at www.navios.com/exchangeoffer.
Navios Maritime Holdings Inc. press release