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International Shipping Enterprises, Inc. Enters Into Agreement
For Acquisition of Navios Maritime Holdings Inc.
NEW YORK, March 1 /PRNewswire-FirstCall/ -- International Shipping
Enterprises, Inc. ("ISE") (OTC:ISHPU.OBOTC:ISHP.OBOTC:ISHPW.OB) (BULLETIN
BOARD: ISHPU.OB, ISHP.OB, ISHPW.OB) and the shareholders of privately held
Navios Maritime Holdings Inc. ("Navios") announced today that they have entered
into a definitive stock purchase agreement pursuant to which Navios and its
subsidiaries will be acquired by ISE. It is intended that, immediately
following the acquisition, ISE will change its name to Navios. Under the terms
of the agreement, all of the equity of Navios will be purchased for
approximately $607.5 million in cash, subject to certain adjustments at
closing.
Navios was founded 50 years ago and today is headquartered in South Norwalk,
Connecticut, and maintains offices in Piraeus, Greece, and Montevideo, Uruguay.
It is one of the leading global brands in seaborne shipping, specializing in
the worldwide carriage, trading, storing and the related logistics of
international bulk cargoes. Navios's fleet carries a wide range of cargoes
including iron ore, coal, grain, minor bulks (such as cement and fertilizer)
and steel products. From time to time over the past two years, Navios has
deployed as many as 75 vessels.
Navios's core fleet consists of a total of 28 vessels. Six modern
Ultra-Handymax vessels are owned by Navios. The 22 long-term time chartered
vessels include 15 vessels that are currently in operation and the remaining
seven are scheduled for delivery at various times over the next two years. All
of these vessels are either Panamax (70,000-83,000 dwt) or Ultra-Handymax
(50,000-55,000 dwt). Navios has options to acquire 13 of the time chartered
vessels. The owned vessels have a substantial net asset value and the vessels
controlled under the in-charters are at rates well below the market. The
purchase options on many vessels in Navios's fleet are also substantially "in
the money." The average age of the Navios's fleet is 3.5 years.
Navios has strong commercial relationships with freight customers and trading
houses in Asia and significant visibility into worldwide commodity flows
through physical shipping operations and terminal operations in Uruguay. As a
result, Navios has strong risk management capabilities. Navios also owns and
operates a bulk terminal in Uruguay. While a relatively small portion of
Navios's overall enterprise, the terminal is a highly attractive, stable
business with strong growth prospects.
Set forth below are certain financial data (determined in accordance with
International Financial Reporting Standards) for Navios for 2004 and 2003:
Selected Audited Financial Data at December 31
(in thousands $)
2004 2003
Balance Sheet:
Cash and cash equivalents 50,271 27,735
Total borrowing 50,506 113,378 (1)
Statement of Income:
Total revenue 333,548 227,926
Net income 127,788 62,451
EBITDA 136,343 75,394
(1) Includes $15,189 of redeemable preferred stock which was redeemed in
2004.
"I am very pleased to bring to the ISE stockholders this acquisition," said
Angeliki Frangou, Chairman and CEO of ISE. "Navios has established a globally
recognized brand name in the highly fragmented drybulk market. The combination
of ISE and Navios would create a platform for consolidation within this market
consistent with ISE's vision of expanding in the Panamax and Handymax sectors."
Ms. Frangou also stated "I believe that this acquisition should enable ISE to
capitalize on the strong underlying fundamentals in the drybulk industry.
China, India and Brazil continue to be drivers of growth, and we expect these
drivers to continue for the remainder of this decade. Restricted new drybulk
building deliveries through 2008 and transportation bottlenecks due to a long
term under-investment in global transportation infrastructure are bullish for
the drybulk industry."
Anthony R. Whitworth, President and CEO of Navios said, "with 50 years of
history behind us, and a record of excellence in all areas of operation, Navios
and its employees are excited about the business combination with ISE. We
believe that the next phase of history will bring the enlarged Navios ever
greater success."
The closing of the acquisition is subject to customary closing conditions,
including ISE stockholder approval. Angeliki Frangou, the Chairman, Chief
Executive Officer, President and a principal shareholder of ISE has indicated
that if stockholder approval for the acquisition is not obtained, she is
prepared to acquire Navios individually or through one of her affiliated
companies. It is intended that, subject to stockholder approval, ISE will
reincorporate as a Marshall Islands company by means of a merger with the newly
acquired Navios.
After the closing, Ms. Frangou will be the Chief Executive Officer and Chairman
of the Board of Directors of the combined company.
ISE was represented in this transaction by Sunrise Securities Corp. of New
York, New York, HSH Gudme Corporate Finance GmbH, of Hamburg, Germany and
Investments & Finance Ltd of Piraeus, Greece. Navios was represented by
Lazard.
ISE stockholders are urged to read ISE's public filings regarding obtaining
stockholder approval and the proposed transaction when they become available,
because they will contain important information. ISE stockholders will be able
to obtain a free copy of such filings, without charge, at the Securities and
Exchange Commission's internet site (http://www.sec.gov/). Copies of such
filings can also be obtained, without charge, by directing a request to ISE,
1225 Franklin Avenue, Suite 325, Garden City, New York, New York 11530.
This press release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, about ISE, Navios and
their combined business after completion of the proposed acquisition. Forward
looking statements are statements that are not historical facts. Such
forward-looking statements, based upon the current beliefs and expectations of
ISE's and Navios's management, are subject to risks and uncertainties, which
could cause actual results to differ from the forward looking statements. The
following factors, among others, could cause actual results to differ from
those set forth in the forward-looking statements: the failure of ISE
stockholders to approve the stock purchase agreement and the transactions
contemplated thereby; the number and percentage of ISE stockholders voting
against the acquisition; changing interpretations of generally accepted
accounting principles; continued compliance with government regulations;
legislation or regulatory environments, requirements or changes adversely
affecting the businesses in which Navios is engaged; demand for the services
that Navios provides, general economic conditions; geopolitical events and
regulatory changes, as well as other relevant risks detailed in ISE's filings
with the Securities and Exchange Commission, including its annual report on
Form 10-K for the period ended December 31, 2004. The information set forth
herein should be read in light of such risks. Neither ISE or Navios assume any
obligation to update the information contained in this press release.
DATASOURCE: International Shipping Enterprises, Inc.
CONTACT: Public & Investor Relations - International Shipping
Enterprises, Inc., Investor Relations, +1-212-279-8820,