Marathon Acquisition Corp. Files Preliminary Joint Proxy and Registration Statement in Connection With Proposed Merger With Glob
22 Aprile 2008 - 4:18PM
PR Newswire (US)
NEW YORK, April 22 /PRNewswire-FirstCall/ -- Marathon Acquisition
Corp. (AMEX:MAQ.UAMEX:MAQAMEX:MAQ.WS) ("Marathon") announced today
that it has filed a registration statement on Form F-4 containing a
preliminary joint proxy statement/prospectus with the Securities
and Exchange Commission in connection with its proposed merger with
Global Ship Lease, Inc. ("Global Ship Lease"). The filing contains,
among other things: information regarding matters expected to be
voted on at the Special Meeting of Stockholders; background and
summary terms of the proposed merger; and details concerning Global
Ship Lease's business and operations. For additional information on
the proposed merger, see the Form 8-K filed by Marathon on March
25, 2008, which can be obtained without charge at the Securities
and Exchange Commission's website (http://www.sec.gov/). About
Global Ship Lease Global Ship Lease is a rapidly growing
containership charter owner and is currently a subsidiary of CMA
CGM S.A. of France ("CMA CGM"), the world's third largest container
shipping company. Incorporated in the Marshall Islands, Global Ship
Lease commenced operations in December 2007 with a business of
owning and chartering out containerships under long-term, fixed
rate charters to world class container liner companies. Global Ship
Lease currently owns twelve vessels and has contracts in place to
purchase an additional five vessels from CMA CGM expected for
delivery between December 2008 and July 2009. The transaction
values Global Ship Lease and its seventeen vessel fleet at
approximately $1.0 billion. Following stockholder and warrantholder
approval of the merger, Marathon's stockholders will own
approximately 66% of Global Ship Lease and CMA CGM will own
approximately 34%. Once all of the contracted vessels have been
delivered, Global Ship Lease will have a seventeen vessel fleet
with total capacity of 66,297 TEU and an average age of 5.5 years.
All of the contracted vessels are under long-term charters to CMA
CGM with an average remaining charter term of approximately 11
years. About Marathon Marathon Acquisition Corp. is a "blank check"
company formed to acquire, through a merger, capital stock
exchange, asset acquisition or similar business combination, one or
more businesses. In August 2006, Marathon through its initial
public offering raised net of fees and expenses, approximately
$308.8 million which included $5.5 million in a private placement
of sponsor warrants that were deposited into a trust account.
Marathon has dedicated its time since the initial public offering
to seeking and evaluating business combination opportunities. Going
Concern Qualification In accordance with its certificate of
incorporation, Marathon is required to complete a business
combination by August 30, 2008. There is no assurance that Marathon
will be able to successfully complete a business combination by
August 30, 2008. If such a business combination is not consummated
in that time period, Marathon will be required to liquidate in
accordance with its certificate of incorporation. Eisner LLP,
Marathon's independent registered public accounting firm, has
indicated in its report, dated March 14, 2008 and included in
Marathon's Annual Report on Form 10-K for the fiscal year ended
December 31, 2007, that the possibility of such business
combination not being consummated within the required time raises
substantial doubt about Marathon's ability to continue as a going
concern. Important Legal Information When completed, the definitive
joint proxy statement/prospectus and a form of proxy will be mailed
to the stockholders and warrantholders of Marathon, seeking their
approval of the transaction. Before making any voting decision,
Marathon's stockholders are urged to read the joint proxy
statement/prospectus regarding the merger carefully and in its
entirety because it contains important information about the
proposed merger. Marathon's stockholders and warrantholders may
obtain, without charge, a copy of the preliminary joint proxy
statement/prospectus and other relevant documents filed with the
U.S. Securities and Exchange Commission from the Commission's
website at http://www.sec.gov/. Marathon's stockholders and
warrantholders may also obtain, without charge, a copy of the
preliminary joint proxy statement/prospectus and other relevant
documents by directing a request by mail to Michael Gross at
Marathon Acquisition Corp., 500 Park Avenue, 5th Floor, New York,
New York 10022 or by telephone at (212) 993-1670. Marathon and its
directors and officers may be deemed to be participants in the
solicitation of proxies from Marathon's stockholders with respect
to the proposed merger. Information about Marathon's directors and
executive officers and their ownership of Marathon's common stock
is set forth in Marathon's annual report on Form 10-K for the
fiscal year ended December 31, 2007. Stockholders may obtain
additional information regarding the interests of Marathon and its
directors and executive officers in the merger, which may be
different than those of Marathon's stockholders generally, by
reading the preliminary joint proxy statement/prospectus and other
relevant documents regarding the proposed merger. Safe Harbor
Statement This communication contains forward-looking statements.
Forward-looking statements provide Marathon's current expectations
or forecasts of future events. Forward-looking statements include
statements about Marathon's expectations, beliefs, plans,
objectives, intentions, assumptions and other statements that are
not historical facts. Words or phrases such as "anticipate,"
"believe," "continue," "estimate," "expect," "intend," "may,"
"ongoing," "plan," "potential," "predict," "project," "will" or
similar words or phrases, or the negatives of those words or
phrases, may identify forward- looking statements, but the absence
of these words does not necessarily mean that a statement is not
forward-looking. Forward-looking statements are subject to known
and unknown risks and uncertainties and are based on potentially
inaccurate assumptions that could cause actual results to differ
materially from those expected or implied by the forward-looking
statements. The risks and uncertainties include, but are not
limited to: -- future operating or financial results; --
expectations regarding the strength of the future growth of the
shipping industry, including the rate of annual demand growth in
the international containership industry; -- future payments of
dividends and the availability of cash for payment of dividends; --
Global Ship Lease's expectations relating to dividend payments and
forecasts of its ability to make such payments; -- future
acquisitions, business strategy and expected capital spending; --
operating expenses, availability of crew, number of off-hire days,
drydocking (beyond the disclosed reserve), survey requirements and
insurance costs; -- general market conditions and shipping industry
trends, including charter rates and factors affecting supply and
demand; -- Global Ship Lease's ability to repay its credit facility
and grow using the available funds under its credit facility; --
assumptions regarding interest rates and inflation; -- change in
the rate of growth of global and various regional economies; --
risks incidental to vessel operation, including discharge of
pollutants and vessel collisions; -- Global Ship Lease's financial
condition and liquidity, including its ability to obtain additional
financing in the future (from warrant exercises or outside
services) to fund capital expenditures, acquisitions and other
general corporate activities; -- estimated future capital
expenditures needed to preserve Global Ship Lease's capital base;
-- ability to effect an acquisition and to meet target returns; --
Global Ship Lease's expectations about the availability of ships to
purchase, the time that it may take to construct new ships, or the
useful lives of its ships; -- Global Ship Lease's continued ability
to enter into long-term, fixed-rate charters; -- Global Ship
Lease's ability to capitalize on its management team's and board of
directors' relationships and reputations in the containership
industry to its advantage; -- changes in governmental and
classification societies' rules and regulations or actions taken by
regulatory authorities; -- expectations about the availability of
insurance on commercially reasonable terms; -- unanticipated
changes in laws and regulations; -- potential liability from future
litigation; and -- other factors discussed in the section entitled
"Risk Factors" in the preliminary joint proxy statement/prospectus.
Marathon's actual results could differ materially from those
anticipated in forward-looking statements for many reasons,
including the factors described in "Risk Factors" in the
preliminary joint proxy statement/prospectus. Accordingly, you
should not unduly rely on these forward-looking statements, which
speak only as of the date of this communication. Marathon
undertakes no obligation to publicly revise any forward-looking
statement to reflect circumstances or events after the date of this
communication or to reflect the occurrence of unanticipated events.
You should, however, review the factors and risks Marathon
describes in the reports it will file from time to time with the
Securities and Exchange Commission after the date of this
communication. Media Contact: Chris Tofalli Chris Tofalli Public
Relations, LLC (914) 834-4334 DATASOURCE: Marathon Acquisition
Corp. CONTACT: Chris Tofalli, Chris Tofalli Public Relations, LLC,
+1-914-834-4334, for Marathon Acquisition Corp.
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