Navios Maritime Containers Inc. (NMCI) Announces Approval of the Merger with Navios Maritime Partners
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Navios Maritime Containers L.P. (“Navios Containers”) (NASDAQ: NMCI) announced that at its Special Meeting of Limited Partners held earlier today in Monaco, the Navios Containers common unit holders approved the merger (the “Merger”) contemplated by the previously announced Agreement and Plan of Merger, (the “Merger Agreement”), dated December 31, 2020, by and among Navios Maritime Partners L.P. (“Navios Partners”), its direct wholly-owned subsidiary NMM Merger Sub LLC (“Merger Sub”), Navios Containers and its general partner, Navios Maritime Containers GP LLC. Pursuant to the Merger Agreement, Merger Sub will be merged with and into Navios Containers, with Navios Containers being a wholly-owned subsidiary of Navios Partners.
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, which is expected to be March 31, 2021, each outstanding common unit representing limited partner interests in Navios Containers that is held by a common unit holder, other than Navios Partners, Navios Containers and their respective subsidiaries (the “Public Unitholders”), will be cancelled and automatically converted into the right to receive 0.39 of a common unit representing limited partner interests in Navios Partners.
Based on the March 23, 2021 closing price of Navios Partners, this exchange ratio would provide Public Unitholders with consideration of $9.65 per common unit of Navios Containers, representing a premium of 346.9% to Navios Containers’ closing price on November 13, 2020, the last trading day before Navios Partners announced its proposal to acquire all publicly held common units of Navios Containers, and a premium of 135.4% to Navios Containers’ closing price as of December 31, 2020, the last trading day before announcement of the Merger Agreement.
The assets and liabilities and results of operations of Navios Containers will be included in Navios Partners’ consolidated results of operations from and only for periods subsequent to the effective time of the Merger. Following the Merger, Navios Containers will no longer be a publicly traded or publicly reporting company.
Latham & Watkins LLP acted as legal advisor and Pareto Securities AS acted as financial advisor to the Conflicts Committee of Navios Containers. Thomson Hine LLP acted as legal advisor to Navios Containers. Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisor and S. Goldman Advisors LLC acted as financial advisor to Navios Partners.
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