NEW YORK, NY (AMEX: MAQ) (OTCBB: MAQ.WS) announced that it has
entered into an amendment to the Agreement and Plan of Merger for
its previously announced merger with Global Ship Lease, Inc., a
rapidly growing containership charter owner and the twentieth
largest in the industry. Global Ship Lease is currently a
subsidiary of CMA CGM of France, the world's third largest
container shipping company. The special meeting of stockholders
relating to the proposed merger has been rescheduled to August 12,
2008 at 10:00 a.m. ET and will be held at the offices of Akin Gump
Strauss Hauer & Feld LLP, 590 Madison Avenue, 22nd Floor, New
York, New York. The warrant consent solicitation has also been
extended and will expire at 5:00 p.m. on August 7, 2008 (or an
earlier time and date if consents from holders with respect to at
least a majority of the issued and outstanding warrants are
received). The record date for the special meeting and the warrant
consent solicitation will remain the close of business on July 7,
2008. Marathon plans to file with the Securities and Exchange
Commission and mail to its stockholders and warrantholders a
supplement to the joint proxy statement/prospectus, which has
previously been mailed to the Marathon stockholders, describing the
amendment to the Agreement and Plan of Merger.
Michael Gross, Chairman and Chief Executive Officer of Marathon,
commented, "The revised merger agreement provides a compelling
opportunity for current and prospective shareholders to benefit
from the sustainable, positive long-term fundamentals in the
container shipping industry. The improved valuation of the
transaction combined with increased charter rates for the company's
fleet has resulted in an increase in the dividend to $0.92 per
share per annum from $0.72, in addition to a starting dividend of
$0.23 per share and higher dividend coverage. With an experienced
management team and considerable financial strength, Global Ship
Lease is well positioned to meet its expansion objectives as it
takes advantage of the industry's long-term growth as well as
strong demand for chartering modern vessels compared to direct
ownership."
In the revised agreement, holders of Marathon common stock will
continue to receive one Class A common share for each share of
Marathon common stock. However, the amendment provides for the
following modifications to the transaction:
-- The charter rates payable by CMA CGM for the 17 vessel
initial and contracted fleet will be increased approximately $7.8
million per year in addition to the prior agreed increase of $3.6
million per year. This increase results in an approximately 8%
increase in run-rate EBITDA.
-- The consideration paid to CMA CGM will decrease by
approximately 1.07 million Class A common shares and 1.07 million
Class B subordinated shares, for a total purchase price reduction
of approximately 2.13 million shares, or approximately 8.5% of its
stock consideration.
-- Marathon Founders, LLC and other initial stockholders of
Marathon have agreed to forfeit approximately 3.06 million, or
approximately 33%, of the sponsor shares. The shares will be
cancelled equally between Class A common shares and Class B
subordinated shares.
-- CMA CGM will receive $48 million in preferred shares with a
dividend of 3 month LIBOR + 2.00% and a maturity of three years in
lieu of $48 million in cash that was previously to be paid to
it.
In exchange for the concessions above, CMA CGM will receive
warrants to acquire approximately 3.13 million Class A common
shares and Marathon Founders, LLC and other initial stockholders of
Marathon will receive warrants to acquire an aggregate of
approximately 3.06 million Class A common shares. The warrants will
have a strike price of $9.25 and expire on September 1, 2013.
The company intends to use the additional $48 million in cash
that it is retaining to purchase shares of common stock of Marathon
at the closing or Class A common shares after the closing to reduce
the number of Class A common shares outstanding.
As a result of the positive fundamental changes to the
transaction structure, the initial base dividend payable on the
Class A common shares from third quarter 2008 will increase to
$0.23 per quarter and $0.92 per share per year. Global Ship Lease
plans to increase the previously announced starting dividend on its
Class A common shares to be declared shortly after the closing of
the proposed merger to $0.23 per share from $0.18 per share. The
starting dividend will be declared within ten days of the merger
close, and will be payable in late August or early September. The
increased contracted revenue and lower share count will enable
Global Ship Lease to support the higher dividend. The implied
dividend yield is 11.62% (1).
Commenting on Global Ship Lease's prospects, Ian Webber, Chief
Executive Officer, stated, "With a secured revenue stream, Global
Ship Lease is in a strong position to provide shareholders with
stable earnings and dividends, as we pursue growth opportunities.
Complementing the company's 80% built-in fleet capacity growth by
Q3 2009, we remain committed to further expand the company's fleet
and diversify our customer base. Specifically, we intend to draw
upon our $800 million credit facility and cash proceeds from
warrant exercises as we actively concentrate on doubling our asset
base over the next 12 to 18 months. In pursuing this important
objective, we are committed to employing a disciplined acquisition
approach and only entering into transactions that offer attractive
returns for shareholders and enable the company to grow its
long-term distributable cash flow."
(1) Based on the estimated $7.92 trust value per share as of
June 30, 2008 and an initial annual dividend of $0.92 for Class A
common shares.
Investor Conference Call
Global Ship Lease and Marathon will host a conference call on
Thursday, July 24, 2008 at 11:00 a.m. Eastern Time (ET). The call
will be open to the public. All interested parties who would like
to listen to the call should dial 800-768-6569 (within the U.S.) or
785-830-7992 (outside the U.S.) 10 minutes prior to the scheduled
start of the call. The live conference call will also be available
on the Internet at:
http://www.investorcalendar.com/IC/CEPage.asp?ID=132349. For those
unable to listen to the live broadcast, a replay will be available
through August 7, 2008 by dialing 888-203-1112 (within the U.S.) or
719-457-0820 (outside the U.S.) approximately two hours after the
event (replay participant passcode: 4239198). A replay of the
webcast will also be available through August 7, 2008.
About Marathon
Marathon Acquisition Corp. is a "blank check" company formed to
acquire, through a merger, capital stock exchange, asset
acquisition or similar business combination, one or more
businesses. In August 2006, Marathon through its initial public
offering raised net of fees and expenses, approximately $308.8
million which included $5.5 million in a private placement of
sponsor warrants that were deposited into a trust account. Marathon
has dedicated its time since the initial public offering to seeking
and evaluating business combination opportunities.
About Global Ship Lease
Global Ship Lease is a rapidly growing containership charter
owner and is currently a subsidiary of CMA CGM of France, the
world's third largest container shipping company. Incorporated in
the Marshall Islands, Global Ship Lease commenced operations in
December 2007 with a business of owning and chartering out
containerships under long-term, fixed rate charters to container
liner companies. Global Ship Lease currently owns 12 vessels and
has contracts in place to purchase an additional five vessels for
$436 million from CMA CGM. Once all of the contracted vessels have
been delivered, Global Ship Lease will have a fleet of 17
containerships, with total capacity of 66,297 TEU and a weighted
average age of 5.5 years. All of the contracted vessels are under
long-term charters to CMA CGM with an average remaining charter
term of approximately 11 years.
Important Legal Information
In connection with the its previously announced merger with
Global Ship Lease and the required stockholder approval and
warrantholder consent, Marathon has filed with the U.S. Securities
and Exchange Commission (i) a Registration Statement on Form F-4
containing a joint proxy statement/prospectus and (ii) other
documents regarding the proposed transaction. The joint proxy
statement/prospectus and a form of proxy have been mailed to the
stockholders and warrantholders of Marathon, seeking their approval
of the transaction. Before making any voting decision, Marathon's
stockholders are urged to read the joint proxy statement/prospectus
regarding the merger carefully and in its entirety because it
contains important information about the proposed merger.
Marathon's stockholders and warrantholders may obtain, without
charge, a copy of the joint proxy statement/prospectus and other
relevant documents filed with the U.S. Securities and Exchange
Commission from the Commission's website at http://www.sec.gov.
Marathon's stockholders and warrantholders may also obtain, without
charge, a copy of the joint proxy statement/prospectus and other
relevant documents by directing a request by mail to Michael Gross
at Marathon Acquisition Corp., 500 Park Avenue, 5th Floor, New
York, New York 10022 or by telephone at (212) 993-1670.
Marathon and its directors and officers may be deemed to be
participants in the solicitation of proxies from Marathon's
stockholders with respect to the proposed merger. Information about
Marathon's directors and executive officers and their ownership of
Marathon's common stock is set forth in Marathon's annual report on
Form 10-K for the fiscal year ended December 31, 2007. Stockholders
may obtain additional information regarding the interests of
Marathon and its directors and executive officers in the merger,
which may be different than those of Marathon's stockholders
generally, by reading the joint proxy statement/prospectus and
other relevant documents regarding the proposed merger.
Safe Harbor Statement
This communication contains forward-looking statements.
Forward-looking statements provide Marathon's current expectations
or forecasts of future events. Forward-looking statements include
statements about Marathon's expectations, beliefs, plans,
objectives, intentions, assumptions and other statements that are
not historical facts. Words or phrases such as "anticipate,"
"believe," "continue," "estimate," "expect," "intend," "may,"
"ongoing," "plan," "potential," "predict," "project," "will," or
similar words or phrases, or the negatives of those words or
phrases, may identify forward-looking statements, but the absence
of these words does not necessarily mean that a statement is not
forward-looking. Forward-looking statements are subject to known
and unknown risks and uncertainties and are based on potentially
inaccurate assumptions that could cause actual results to differ
materially from those expected or implied by the forward-looking
statements. The risks and uncertainties 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 growth
in the international containership industry;
-- future payments of dividends and the availability of cash for
payment of dividends;
-- Global Ship Lease's expectations relating to dividend
payments and forecasts of its ability to make such payments;
-- future acquisitions, business strategy and expected capital
spending;
-- operating expenses, availability of crew, number of off-hire
days, drydocking (beyond the disclosed reserve), survey
requirements and insurance costs;
-- general market conditions and shipping industry trends,
including charter rates and factors affecting supply and
demand;
-- Global Ship Lease's ability to repay its credit facility and
operate using the available funds under its credit facility;
-- assumptions regarding interest rates and inflation;
-- change in the rate of growth of global and various regional
economies;
-- risks incidental to vessel operation, including discharge of
pollutants and vessel collisions;
-- Global Ship Lease's financial condition and liquidity,
including its ability to obtain additional financing in the future
(from warrant exercises or outside sources) to fund capital
expenditures, acquisitions and other general corporate
activities;
-- estimated future capital expenditures needed to preserve
Global Ship Lease's capital base;
-- ability to effect an acquisition and to meet target
returns;
-- Global Ship Lease's expectations about the availability of
ships to purchase, the time that it may take to construct new
ships, or the useful lives of its ships;
-- Global Ship Lease's continued ability to enter into
long-term, fixed-rate charters;
-- Global Ship Lease's ability to capitalize on its management
team's and board of directors' relationships and reputations in the
containership industry to its advantage;
-- changes in governmental and classification societies' rules
and regulations or actions taken by regulatory authorities;
-- expectations about the availability of insurance on
commercially reasonable terms;
-- unanticipated changes in laws and regulations;
-- potential liability from future litigation; and
-- other factors discussed in the section entitled "Risk
Factors" in the joint proxy statement/prospectus.
Marathon's actual results could differ materially from those
anticipated in forward-looking statements for many reasons,
including the factors described in "Risk Factors" in the joint
proxy statement/prospectus. Accordingly, you should not unduly rely
on these forward-looking statements, which speak only as of the
date of this communication. Marathon undertakes no obligation to
publicly revise any forward-looking statement to reflect
circumstances or events after the date of this communication or to
reflect the occurrence of unanticipated events. You should,
however, review the factors and risks Marathon describes in the
reports it will file from time to time with the Securities and
Exchange Commission after the date of this communication.
Contact: Michael Cimini The IGB Group 212-477-8261
Marathon Acquisition Corp (AMEX:MAQ.U)
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