General Maritime Corporation And Navig8 Crude Tankers Inc. To Combine To Create The Largest Owner Of Modern Eco VLCCs

NEW YORK and LONDON, Feb. 25, 2015 /PRNewswire/ -- General Maritime Corporation ("General Maritime") and Navig8 Crude Tankers Inc. ("Navig8 Crude") (N-OTC: BLUE) today announced that they have entered into a definitive agreement to create Gener8 Maritime Inc. ("Gener8 Maritime" or the "Company"), a world-class provider of international seaborne oil transportation services. 

Gener8 Maritime will have a combined fully-delivered fleet of 46 vessels, comprised of 21 VLCC newbuildings and 25 vessels in operation including seven VLCCs, 11 Suezmaxes, four Aframaxes, two Panamax tankers, and one Handymax tanker, together comprising over 11 million deadweight tons with an average age of less than 5.5 years upon delivery of the newbuildings. It is anticipated that following the closing, subject to reaching mutually agreeable commercial terms and upon completion of any existing employment commitments, Gener8 Maritime will contribute its crude tankers to established commercial pools managed by Navig8 Group, taking advantage of the scale and customer base provided by Navig8 Group, the world's largest commercial manager. Gener8 Maritime will be incorporated under the laws of the Marshall Islands and headquartered in New York.

"We are pleased to have reached this agreement with Navig8 Crude, which we believe will combine an established owner and highly-respected commercial operator on an unprecedented scale," said Peter Georgiopoulos, General Maritime's Chairman. "Together, Gener8 Maritime will be well-positioned to take advantage of improved market conditions and increasing average voyage lengths with one of the largest, youngest, and most efficient fleets in the industry. We are pleased to unite two high-quality investor groups, both of whom strongly support this transaction."

"We believe this highly complementary combination will deliver outstanding value to shareholders," said Nicolas Busch, Chairman of Navig8 Crude. "We are excited to join forces with General Maritime and further leverage our market-leading commercial management platform."

Under the terms of the definitive agreement, which was approved by the Boards of Directors of both companies, General Maritime and Navig8 Crude will merge in a stock-for-stock transaction, whereby a newly-formed subsidiary of General Maritime will acquire all of the issued and outstanding common stock of Navig8 Crude. Navig8 Crude shareholders will receive 0.8947 shares of the combined company for each share of Navig8 Crude common stock. The definitive agreement provides that, following the close of the transaction and subject to certain limitations, the existing General Maritime shareholders will own 52.55% and Navig8 Crude shareholders will own 47.45% of the pro forma issued and outstanding common stock of Gener8 Maritime, including restricted shares anticipated to be outstanding at closing.

Gener8 Maritime will benefit from the combined expertise of both management teams. It is anticipated that the existing General Maritime management team will remain in place retaining executive management roles including Peter Georgiopoulos as Chairman and Chief Executive Officer, John Tavlarios who will become Chief Operating Officer and Leo Vrondissis who will remain the Chief Financial Officer of the combined company. Two key members of Navig8 Crude, Gary Brocklesby and Nicolas Busch, are expected to become senior consultants to the Board of Directors and the management team focusing on strategic and commercial matters. In addition, Nicolas Busch will join the Board of Directors. The newly formed Board of Gener8 Maritime will include equal representation from both General Maritime and Navig8 Crude's shareholders. The transaction is expected to close in the first half of 2015, subject to approval by the shareholders of each company and customary closing conditions.

Kramer Levin Naftalis & Frankel LLP is serving as General Maritime's legal advisor, and Evercore Group L.L.C. is serving as its financial advisor. Latham & Watkins LLP and Seward & Kissel LLP are serving as Navig8 Crude Tankers Inc. legal advisors, and Jefferies LLC is serving as its financial advisor.

About General Maritime Corporation

Established in 1997, General Maritime is a leading provider of international seaborne crude oil transportation services, with a fleet of 32 double-hulled vessels, including seven newbuildings. In addition to being one of the largest operators by deadweight tons (''DWT'') of VLCC and Suezmax vessels, General Maritime believes it has a well-known brand name, recognized worldwide by key industry players. General Maritime's fleet consists of seven VLCC newbuilding contracts, seven VLCCs, 11 Suezmax vessels, four Aframax vessels, two Panamax vessels and one Handymax product carrier, with an aggregate carrying capacity including the newbuildings of 6.6mm DWT as of December 31, 2014.

About Navig8 Crude Tankers Inc.

Navig8 Crude Tankers Inc. is a crude tanker owner/operator registered on Norway's OTC list (ticker: "BLUE"). Established in December 2013, the company has, through initial and follow-on offerings, raised total equity to date of US$405 million. The company has placed orders for 14 VLCC tankers, with deliveries scheduled to commence from Q4 2015. Six vessels are due to deliver from Korea's Hyundai Samho Heavy Industries, two from Korea's Hanjin Heavy Industries (Phillipines), and six from China's Shanghai Waigaoqiao Shipbuilding.

"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995

This press release contains forward-looking statements which are based on General Maritime's and Navig8 Crude's current expectations and observations. Such forward-looking statements include, but are not limited to, statements regarding the Gener8 Maritime's ability to deliver outstanding value to shareholders and the expected timing of the closing of the transaction. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made and which reflect General Maritime's and Navig8 Crude's current estimates, projections, expectations or beliefs and which are subject to risks and uncertainties that may cause actual results to differ materially. Included among the important factors that, in General Maritime's and Navig8 Crude's view, could cause actual results to differ materially from the forward looking statements contained in this press release are the following, among other things: the closing conditions for the transaction may not be satisfied, and the transaction may not close in the first half of 2015, or at all; the ability to realize the expected benefits of the transaction to the degree, in the amounts or in the timeframe anticipated; the ability to integrate Navig8 Crude's businesses and newbuilding contracts with those of General Maritime in a timely and cost-efficient manner; the adequacy of the capital resources of the combined company, including the availability of third party financing facilities, to fund the newbuilding contracts and otherwise to provide for the capital needs of the combined company; loss or reduction in business from General Maritime's or Navig8 Crude's significant customers; capacity and rates in the tanker market, including the possibility of a material decline or prolonged weakness in such rates; changes in rules and regulations applicable to the tanker industry, including, without limitation, legislation adopted by international organizations such as the IMO and the European Union or by individual countries; increases in costs including without limitation: crew wages, insurance, provisions, repairs and maintenance; changes in production of or demand for oil and petroleum products, generally or in particular regions; the fulfillment of the closing conditions under, or the execution of customary additional documentation for, General Maritime's and Navig8 Crude's agreements to acquire vessels and contemplated financing arrangements; and financial and economic conditions generally in the markets in which the combined company will operate. Neither General Maritime nor Navig8 Crude undertake the obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.

This press release is neither an offer to sell nor a solicitation of an offer to buy any securities of General Maritime or Navig8 Crude.

General Maritime and Navig8 Crude expect to furnish materials with additional information regarding the transaction to their respective shareholders in connection with the approval of the transaction by such shareholders.

SOURCE General Maritime Corporation