EuroHoldings sells 51.04% to Marla investments for $12.90 per share

EuroHoldings (EHLD) announced today that certain shareholders, all associated with the Pittas family, have entered into a stock purchase agreement and sold 51.04% of the company’s outstanding common shares to Marla Investments, a company affiliated with the Latsis family. Members of the Pittas family retained approximately 7.6% ownership interest in the company immediately after the closing of the transaction. In connection with the transaction, the company has been asked by the sellers and the purchaser to facilitate the transfer of the sale and purchase of the shares by agreeing to amend the company shareholders’ rights plan to permit the purchaser to become the beneficial owner of more than 15% of the company’s issued and outstanding common shares, to consider two persons suggested by the purchaser to fill vacancies on the company’s board of directors and to enter into a registration rights agreement with the purchaser relating to the acquired shares. No shares of the company were issued in the transaction. The consideration for the 1,437,697 shares sold was approximately $12.90 per share in cash. In addition, the purchaser agreed to pay the sellers certain amounts in cash payable quarterly in arrears, subject to the continued employment of the company’s containerships M/V “Joanna” and M/V “Aegean Express” beyond their minimum employment period under their respective charter contracts. In connection with the transaction, two members of the board, Aristides Pittas and Anastasios Aslidis have resigned. Eurobulk Ltd, Eurochart S.A. and their affiliates will continue to provide executive, commercial and technical management services to the company. The company’s existing management team will remain in place following the transaction. The company undertakings have been unanimously approved by the board and recommended by its special committee of the board comprised solely of disinterested directors. As a result of the actions by the board, George Margaronis and Christos Triantafillidis were appointed to fill the vacancies on the board created by the resignation of Pittas and Aslidis.