Navios Maritime Holdings Inc. (Navios), it has acquired all of the outstanding share capital of Kleimar N.V. for cash consideration of $165.6m, subject to certain cash adjustments. It is anticipated that the net cash consideration paid for the shares would be approximately $140.3 million, after taking into account the cash retained on Kleimar's balance sheet and certain proceeds from an asset sale triggered by the change in control of Kleimar. Kliemar also has outstanding debt of approximately $21.3 million.
Kleimar is a Belgian maritime transportation company established in 1993. Kleimar has 11 employees and is an owner and operator of capesize and panamax vessels used in transporting cargoes. It also has an extensive Contract of Affreightment ("COA") business, a large percentage of which involves transporting cargo to China.
Kleimar currently controls 12 vessels, of which it has ownership interests in three. One of the owned vessels will be sold as a result of the change in control. The long-term chartered-in fleet consists of five capesize vessels, chartered-in at an average daily rate of $17,477, three panamaxes, chartered- in at an average daily rate of $12,109, and one handymax chartered-in at $7,950 per day. The average age of Kleimar's controlled fleet is 3.0 years.
Kleimar also has purchase options on two capesize vessels, the Beaufiks (2004 built) and the Fantastiks (2005 built), exercisable for an average price of $35.7 million during the first quarter of 2008. These purchase options are substantially in-the-money based on current capesize valuations for forward deliveries.
The purchase of Kleimar was financed with existing cash on Navios's balance sheet and Navios's $120 million revolver credit facility with HSH Nordbank and Commerzbank AG (CBK.DE)
. Navios expects
that the resulting use of debt will be in line with Navios's current leverage. In addition to the strategic value of Kleimar, Navios expects this transaction to be accretive to shareholders, both from a cash flow and earnings standpoint.