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.
Star Maritime's senior executive officers and two of its directors have
agreed to vote an aggregate of 1,132,500 shares owned by them and any
shares they may acquire in the future in favor of the Redomiciliation
Merger. All of our officers and directors have agreed to vote an aggregate
of 9,026,924 shares owned by then in accordance with the vote of the
holders of a majority of the shares issued in the initial public offering
and the private placement.
Following the Redomiciliation Merger, each outstanding share of Star
Maritime common stock, par value $0.0001 per share, will be converted into
the right to receive one share of Star Bulk common stock, par value $0.01
per share, and each outstanding warrant of Star Maritime will be assumed by
Star Bulk with the same terms and restrictions except that each warrant
will be exercisable for common stock of Star Bulk. Each warrant entitles
the registered holder to purchase one share of our common stock at a price
of $8.00 per share, subject to adjustment, at any time commencing on the
completion of a business combination. Following the effectiveness of the
Redomiciliation Merger, the warrants will become exercisable. The warrants
will expire on December 16, 2009 at 5:00 p.m., New York City time.
Following the Redomiciliation Merger, Star Bulk will have outstanding
41,564,569 shares of common stock, assuming that no stockholders vote
against the Redomiciliation Merger and exercise redemption rights to have
their shares redeemed for cash. In addition, Star Bulk will have 20,000,000
shares of common stock reserved for issuance upon the exercise of the
warrants. Star Bulk will apply to have its common stock and warrants
listed on the NASDAQ Global Market under the symbols "SBLK" and "SBLKW"
respectively.
As provided in Star Maritime's Certificate of Incorporation, holders of
Star Maritime common stock have the right to redeem their shares for cash
if such stockholder votes against the Redomiciliation Merger, elects to
exercise redemption rights and the Redomiciliation Merger is approved and
completed.
Following the Redomiciliation Merger, TMT and its affiliates are expected
to own between 30.2% and 35.9% of Star Bulk's outstanding common stock,
depending on the number of shares redeemed for cash. Under certain
circumstances, in the future, Star Bulk may issue up to an additional
1,606,962 shares of common stock to TMT (the "Additional Stock"). Assuming
applicable conditions to issuance are satisfied after giving effect to the
issuance of the Additional Stock, TMT and its affiliates are expected to
own between 32.8% and 38.7% of the Star Bulk's outstanding common stock,
depending on the number of shares redeemed for cash.
Non-Completion of the Redomiciliation Merger:
If Star Maritime does not complete the Redomiciliation Merger or another
business combination transaction by December 21, 2007, Star Maritime will
be liquidated and will distribute to all holders of shares issued in the
initial public offering in proportion to their respective equity interests,
an aggregate sum equal to the amount in the trust account, including any
interest (net of any taxes payable) not previously released from the trust
account, plus any remaining net assets. Star Maritime's officers and
directors have agreed to waive their respective rights to participate in
any liquidation distribution should Star Maritime fail to consummate a
business combination transaction with respect to an aggregate of 10,159,424
shares of common stock owned by them. In the event of our liquidation, Star
Maritime would not distribute funds from the trust account with respect to
the Star Maritime warrants, which would expire.
Forward-Looking Statements
The information in this press release may contain forward-looking
statements within the meaning of the Private Securities Litigation Reform
Act of 1995. Forward-looking statements include, but are not limited to,
statements regarding: (1) the delivery and operation of assets of Star
Bulk; (2) Star Bulk's future operating or financial results; (3) future,
pending or recent acquisitions, business strategy, areas of possible
expansion, and expected capital spending or operating expenses; (4) drybulk
market trends, including charter rates and factors affecting vessel supply
and demand; and (5) other statements identified by words such as
"anticipate," "believe," "plan," "estimate," "expect," "intend," "will,"
"should," "may," or words of similar meaning.
Such forward looking statements are based upon various assumptions, many of
which are based, in turn, upon further assumptions, including without
limitation, Star Maritime and Star Bulk's examination of historical
operating trends, data contained in their records and other data available
from third parties. Although Star Maritime and Star Bulk believe that these
assumptions were reasonable when made, because these assumptions are
inherently subject to significant uncertainties and contingencies which are
difficult or impossible to predict and are beyond their control, Star
Maritime and Star Bulk cannot assure you that Star Maritime or Star Bulk
will achieve or accomplish these expectations, beliefs or projections.
Important factors that could cause actual results to differ materially from
those discussed in the forward-looking statements include the failure of
Star Maritime to obtain the requisite stockholder approval, failure of a
seller to deliver one or more vessels, the strength of world economies and
currencies, general market conditions, including changes in charterhire
rates and vessel values, changes in demand that may affect attitudes of
time charterers to scheduled and unscheduled drydocking, changes in Star
Bulk's operating expenses, including bunker prices, dry-docking and
insurance costs, or actions taken by regulatory authorities, potential
liability from pending or future litigation, domestic and international
political conditions, potential disruption of shipping routes due to
accidents and political events or acts by terrorists. Additional factors
that could cause Start Maritime's and Star Bulk's results to differ
materially from those described in the forward-looking statements can be
found in Star Maritime's reports (such as Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) and Star
Bulk's Registration Statement Form F-1/F-4 filed with the Securities and
Exchange Commission (the "SEC") and available at the SEC's Internet site
(http://www.sec.gov). The information set forth herein speaks only as of
the date hereof, and Star Maritime and Star Bulk disclaim any intention or
obligation to update any forward looking statements as a result of
developments occurring after the date of this communication.
Important Notices
STAR MARITIME AND ITS DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED TO BE
PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF STAR
MARITIME'S STOCKHOLDERS TO BE HELD TO APPROVE THE TRANSACTION DESCRIBED IN
THIS PRESS RELEASE. STOCKHOLDERS OF STAR MARITIME AND OTHER INTERESTED
PERSONS ARE ADVISED TO READ STAR MARITIME'S PRELIMINARY PROXY STATEMENT AND
DEFINITIVE PROXY STATEMENT WHEN AVAILABLE BECAUSE THESE PROXY STATEMENTS
CONTAIN IMPORTANT INFORMATION.
SUCH PERSONS ARE ALSO ADVISED TO READ STAR MARITIME'S ANNUAL REPORT ON FORM
10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006, FILED ON MARCH 14, 2006,
FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF STAR MARITIME'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 SECRETARYTHE 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: Star Maritime Acquisition Corp. 103 Foulk Road Wilmington, Delaware 19803 www.starmaritimecorp.com 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