By Lisa Kerner
Charlotte, N.C., Jan. 29 - Excel Maritime Carriers Ltd. agreed to acquire Quintana Maritime Ltd. in a cash and stock deal valued at $2.45 billion, or $26.48 per share.
Under the companies' definitive merger agreement, Quintana shareholders will receive $13.00 cash per share and 0.4084 of a share of Excel class A common stock per share of Quintana common stock.
The per-share offer price is a 57% premium to Quintana's Jan. 28 closing price of $16.89 and a 34% premium to Quintana's 30-day average price.
However, the exchange ratio will be adjusted if the average closing price of Excel's class A common stock exceeds $45.00 per share during the 15-trading-day period ending before the effective date of the merger.
Quintana shareholders would then receive $31.38 cash per share, unadjusted for dividend payments. The value of the Excel class A common stock would be reduced by the amount of any dividends Quintana pays in 2008 prior to the merger's close.
Once the merger is complete, Quintana will become a wholly owned subsidiary of Excel, according to a news release.
"This is a highly attractive offer for Quintana," Stamatis Molaris, chief executive officer and president of Quintana, said in the release.
"By capturing significant value in cash and retaining equity upside via stock in the combined company, we believe that we are delivering the ideal value combination to our shareholders," Molaris added.
The combined company will operate 47 vessels with a total carrying capacity of 3.7 million deadweight tonnage, giving it one of the largest and youngest fleets in the industry, the release stated.
Excel chairman Gabriel Panayotides welcomed Molaris as the CEO of the new company and as a member of its board. Hans Mende, Corbin Robertson III and Paul Cornell will also join Excel's board of directors.
The transaction is slated to close in the second quarter.
Excel has received a financing commitment for $1.4 billion from a syndicate of banks led by Nordea Bank Finland plc, London Branch. Nordea will act as agent for the transaction. Deutsche Bank and Nordea are the joint bookrunners.
Quintana was advised by Citi, and Excel was advised by Deutsche Bank Securities Inc.
Excel, located in Athens, is an owner and operator of dry bulk carriers and a provider of seaborne transportation services.
Quintana, based in Glyfada, Greece, is a provider of dry bulk cargo marine transportation services.
| Acquirer: | Excel Maritime Carriers Ltd.
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| Target: | Quintana Maritime Ltd.
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| Announcement date: | Jan. 29
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| Transaction total: | $2.45 billion
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| Price per share: | $13.00 cash and 0.4084 of an Excel share
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| Expected closing: | Second quarter of 2008
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| Stock price for acquirer: | NYSE: EXM: $33.00 on Jan. 28
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| Stock price of target: | NasdaqGS: QMAR $16.89 on Jan. 28
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