NEW YORK, NY -- (MARKET WIRE) -- January 17, 2007 -- Star Maritime Acquisition Corp. (
AMEX:
SEA)
("Star Maritime") today announced that on January 12, 2007 it agreed to
purchase, through its newly-formed, wholly-owned subsidiary Star Bulk
Carriers Corp., a Marshall Islands corporation ("Star Bulk"), eight drybulk
carriers from wholly-owned subsidiary affiliates of TMT Co., Ltd., a Taiwan
corporation ("TMT"), pursuant to separate definitive agreements.
The aggregate asset purchase price for the vessels is $345.2 million,
consisting of $120.7 million payable in 12,537,645 shares of common stock
of Star Bulk and $224.5 million payable in cash from Star Maritime's trust
fund and borrowings under a to-be-negotiated credit facility.
Additionally, TMT will be eligible to earn an additional 803,481 shares of
Star Bulk's common stock in each of the fiscal years ending on December 31,
2007 and 2008 (up to a total of 1,606,962 shares) based on the achievement
of certain revenue hurdles associated with the purchased vessels.
Following the completion of this transaction, without giving effect to the
additional shares earnable, TMT and its affiliates are expected to own
approximately 30% of Star Bulk's outstanding common shares.
Upon the delivery of the vessels from TMT, Star Bulk's fleet will be
comprised of two Capesize, one Panamax and five Supramax drybulk carriers.
These drybulk carriers transport a variety of drybulk cargoes such as coal,
iron ore and grain. The vessels have a combined cargo-carrying capacity of
691,213 deadweight tons and an average age of approximately 10 years.
Mr. Nobu Su, Chief Executive Officer of TMT, and Mr. Petros Pappas, a
director of Star Maritime, have agreed to serve as non-executive
Co-Chairmen of Star Bulk. Mr. Prokopios (Akis) Tsirigakis will serve as
Star Bulk's Chief Executive Officer and President and Mr. George
Syllantavos as the Chief Financial Officer. Concurrently with the
acquisition of the vessels, it is proposed that Star Maritime will
consummate a merger with Star Bulk in which Star Bulk will be the surviving
entity domiciled in the Marshall Islands. This acquisition and the merger
are subject to the approval of Star Maritime's stockholders.
"We are pleased to bring this significant asset acquisition to our
stockholders," said Mr. Prokopios (Akis) Tsirigakis, Chairman of the Board,
Chief Executive Officer and President of Star Maritime. "We believe that
this transaction combines the rich traditions of Asian and Greek shipping
and that we will be well positioned to become a significant player in the
fragmented drybulk shipping sector."
Star Maritime will file contemporaneously with this press release a report
on Form 8-K with additional information concerning the acquisition.
In connection with the acquisition, Maxim Group LLC and Cantor Fitzgerald &
Co. are acting as financial advisors to Star Maritime.
About Star Maritime
Star Maritime is a blank check company that was formed for the specific
purpose of consummating a business combination. Star Maritime raised net
proceeds of approximately $189.0 million through its initial public
offering consummated in December 2005 and has dedicated its time since the
initial public offering to seeking and evaluating business combination
opportunities.
About TMT
TMT is a diversified Taiwanese shipping company with approximately 50 years
of experience in the shipping industry. TMT owns and/or operates vessels
in several shipping sectors, including crude oil tankers, drybulk carriers,
LNG carriers and offshore drilling platforms.
Forward-Looking Statements
This press release includes "forward-looking statements" within the meaning
of the safe harbor provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements in this press
release include matters that involve known and unknown risks, uncertainties
and other factors that may cause actual results to differ materially from
results expressed or implied by this press release. Actual results may
differ due to factors such as material adverse events affecting either the
Company, Star Bulk or TMT or the ability of either the Company, Star Bulk
or TMT to satisfy the conditions to completion of the business combination.
The Company and Star Bulk undertake no obligation and do not intend to
update these forward-looking statements to reflect events or circumstances
occurring after the date of this press release. You are cautioned not to
place undue reliance on these forward-looking statements, which speak only
as of the date of this press release. All forward-looking statements are
qualified in their entirety by this cautionary statement.
Important Notices
STAR MARITIME ACQUISITION CORP. (THE "COMPANY") AND ITS DIRECTORS AND
EXECUTIVE OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF
PROXIES FOR THE SPECIAL MEETING OF THE COMPANY'S STOCKHOLDERS TO BE HELD TO
APPROVE THE TRANSACTION DESCRIBED IN THIS PRESS RELEASE. STOCKHOLDERS OF
THE COMPANY AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN
AVAILABLE, THE COMPANY'S PRELIMINARY PROXY STATEMENT AND DEFINITIVE PROXY
STATEMENT IN CONNECTION WITH THE COMPANY'S SOLICITATION OF PROXIES FOR THE
SPECIAL MEETING BECAUSE THESE PROXY STATEMENTS WILL CONTAIN IMPORTANT
INFORMATION.
SUCH PERSONS ARE ALSO ADVISED TO READ THE COMPANY'S ANNUAL REPORT ON FORM
10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005, FILED ON MARCH 31, 2006,
FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF THE COMPANY'S OFFICERS AND
DIRECTORS AND THEIR RESPECTIVE INTERESTS SHOULD THE BUSINESS COMBINATION BE
CONSUMMATED.
THE DEFINITIVE PROXY STATEMENT WILL BE MAILED TO STOCKHOLDERS AS OF A
RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE BUSINESS COMBINATION.
STOCKHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF THE DEFINITIVE PROXY
STATEMENT, WITHOUT CHARGE, BY DIRECTING A REQUEST TO:
STAR MARITIME ACQUISITION CORP.
103 FOULK ROAD
WILMINGTON, DELAWARE 19803
ATTENTION: CORPORATE SECRETARY
THE PRELIMINARY PROXY STATEMENT AND DEFINITIVE PROXY STATEMENT, ONCE
AVAILABLE, AND THE ANNUAL REPORT ON FORM 10-K CAN ALSO BE OBTAINED, WITHOUT
CHARGE, AT THE SECURITIES AND EXCHANGE COMMISSION'S INTERNET SITE AT
HTTP://WWW.SEC.GOV.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful under the securities laws of such jurisdiction.
Contact Information: Contact:
Investor Relations / Financial Media:
Nicolas Bornozis
President
Capital Link, Inc.
230 Park Avenue, Suite 1536
New York, NY 10169
Tel. (212) 661-7566
E-mail: nbornozis@capitallink.com
www.capitallink.com