Star Maritime Acquisition Corp. and Star Bulk Carriers Corp. Announce the Filing of Preliminary Proxy Material and Prospectus With the SEC
Market Wire, March, 2007
Star Maritime Acquisition Corp. (AMEX: SEA), Delaware corporation ("Star Maritime"), and its wholly-owned subsidiary Star Bulk Carriers Corp., a Marshall Islands corporation ("Star Bulk"), announced today the filing with the Securities and Exchange Commission of a preliminary proxy statement of Star Maritime seeking approval of the merger of Star Maritime with and into Star Bulk with Star Bulk as the surviving corporation (the "Redomiciliation Merger"), and a registration statement of Star Bulk containing a prospectus for the registration of shares of Star Bulk that will be issued in exchange for shares of Star Maritime in the Redomiciliation Merger. The consummation of the merger is subject to, among other things, obtaining the requisite approval of the stockholders of Star Maritime at a special meeting.
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Star Maritime 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 the shipping industry. In December 2005, Star Maritime through its initial public offering raised approximately $188.7 million, which was deposited in a trust account, and $11.3 million in a private placement to certain officers and directors and dedicated its time since the initial public offering to seeking and evaluating business combination opportunities.
Definitive Agreements to Acquire the Initial Fleet of Eight Vessels:
Star Bulk has entered into definitive agreements to acquire a fleet of eight drybulk carriers consisting of two Capesize, one Panamax and five Supramax drybulk carriers with an average age of approximately 10 years and a combined cargo-carrying capacity of 691,213 deadweight tons from certain wholly-owned subsidiaries of TMT Co., Ltd. ("TMT"), a global shipping company with management headquarters in Taiwan. The aggregate purchase price is $345,237,520, consisting of $224,500,000 in cash and 12,537,645 shares of Star Bulk's common stock.
Star Bulk's acquisition of the eight drybulk carriers from TMT is contingent upon the approval of the Redomiciliation Merger, following which Star Maritime will be merged out of existence and Star Bulk will be governed by the laws of the Republic of the Marshall Islands.
The Initial Fleet Agreed to be Acquired:
Set forth below is summary information for Star Bulk's initial fleet. TMT has procured charters with third parties for four of the eight vessels in accordance with the acquisition agreements. Subsidiaries of Star Bulk have entered into time charter agreements with TMT for an additional two of the eight vessels.
TMT Vessel To be Type DWT Year Time Daily Time
renamed Built Charter Charter
Term Hire Rate
---------- ---------- -------- ------- ---- ------- ---------
A Duckling Star Alpha Capesize 175,075 1992 3 years $ 47,500
B Duckling Star Beta Capesize 174,691 1993 Spot N/A
C Duckling Star Gamma Supramax 53,098 2002 1 year $ 28,500
F Duckling Star Delta Supramax 52,434 2000 2 years $ 25,800
G Duckling Star Epsilon Supramax 52,402 2001 2 years $ 25,550
I Duckling Star Zita Supramax 52,994 2003 1 year $ 30,500
J Duckling Star Theta Supramax 52,425 2003 Spot N/A
Mommy
Duckling Star Iota Panamax 78,585 1983 1 year $ 18,000
Star Bulk has received indication letters from international shipping lenders that will, subject to the approval of the Redomiciliation Merger, provide Star Bulk with a credit facility of up to $120,000,000 with a minimum eight-year term and secured by the vessels that Star Bulk has agreed to acquire from TMT. Star Bulk intends to draw down approximately $40,000,000 under the credit facility to fund a portion of the cash consideration portion of the aggregate purchase price of the vessels in the initial fleet. Any excess un-drawn funds under the credit facility will be used to replenish funds from the Trust Account used for redeeming shareholders, if any, with the remainder of the funds used for additional vessel acquisitions and to provide working capital.
Star Bulk's Anticipated Dividend Policy:
Star Bulk currently intends to pay quarterly dividends to the holders of its common shares, in February, May, August and November, in amounts that will allow it to retain a portion of its cash flows to fund vessel or fleet acquisitions, and for debt repayment and dry-docking costs, as determined by its board of directors. Star Bulk expects that the quarterly dividend for its first full quarter of operations will be $0.325 per share.
Completion of the Redomiciliation Merger:
Star Maritime expects to consummate the Redomiciliation Merger during the third quarter of 2007.
The Board of Directors of Star Maritime has unanimously approved the Redomiciliation Merger. Star Maritime cannot complete the Redomiciliation Merger unless (1) the holders of at least a majority of the issued and outstanding shares of Star Maritime entitled to vote at the special meeting vote in favor of the Redomiciliation Merger; (2) holders of at least a majority of the shares issued in the initial public offering and private placement vote in favor of the Redomiciliation Merger; and (3) holders of less than 6,600,000 shares of common stock, such number representing 33.0% of the 20,000,000 shares of Star Maritime common stock issued in the initial public offering and private placement, vote against the Redomiciliation Merger and exercise their redemption rights to have their shares redeemed for cash.
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