Navigator Holdings Ltd. (“Navigator”) (NYSE: NVGS) is pleased to announce that, effective August 4, 2021 (the “Effective Date”), it has entered into the previously announced transaction with Naviera Ultranav Limitada (“Ultranav”) to merge the Ultragas ApS (“Ultragas”) fleet and business activities with Navigator. The transaction unites two leading gas shipping companies, enhancing their safe, reliable, energy and environmentally efficient, marine transport services. The combined fleet of 56 vessels will enhance our capability to provide flexibility, choice and support to our customers.

Key benefits of the transaction

• The transaction is expected to be accretive compared to Navigator’s standalone budgets, in terms of anticipated revenue, EBITDA and EPS.
• Broadens the service offering for the combined fleet positioning Navigator to engage new clients and new markets through increased coverage and geographical reach:
• Ultragas’ fleet, which has a broker assessed value of $529.5 million includes:
• seven modern 22,000 cbm semi-refrigerated vessels;
• five 12,000 cbm ethylene vessels and;
• six gas carriers in the 3,770-9,000 cbm range, which will broaden the service offering for the combined fleet.
• The combined fleet and increased scale will provide significant cost synergies and efficiencies throughout the business.
• Navigator maintains its financial strength and a strong balance sheet through the issue of shares in consideration for the 18 vessels, in addition to assuming net debt of approximately $180 million, as well as net working capital, on closing.
• The combination adds another major shareholder with long-standing experience in the maritime industry, which Navigator believes will benefit all shareholders.

In line with the original terms of the deal, Navigator has issued approximately 21.2 million new shares of its common stock to Ultranav, in consideration for its vessels, less its debt, giving a calculated value of $16.82 per share in Navigator. The combined entity has an aggregate net asset value of approximately $1.3 billion, based on internal/external estimates of the fleet, including an appraised $260 million valuation representing Navigator’s 50% ownership of the Export Terminal Joint Venture at Morgans Point, Texas.

After giving effect to this issuance of new shares of common stock to Ultranav, Navigator has a total of approximately 77 million shares of common stock outstanding, of which Ultranav owns approximately 27.5% and BW Group owns approximately 28.4%.

As of the transaction close, the Board of Directors of Navigator consists of:

• Mr David J. Butters, Chairman
• Dr Harry Deans, CEO
• Mr Andreas Beroutsos
• Dr Heiko Fischer
• Mr David Kenwright
• Mr Alexander Oetker
• Mr Andreas Sohmen-Pao
• Mr Peter Stokes
• Mr Dag von Appen
• Mr Florian Weidinger

Biographies and information relating to the Board Members of Navigator can be found at https://navigatorgas.com/about-us/#team effective from 4th August 2021.

David Butters, Executive Chairman of the Board of Navigator, commented:

“We are delighted to have completed this exceptional and shareholder accretive transaction at such rapid pace to create an unmatched LPG and petrochemical shipping company in terms of both scale and diversification.

“The Ultragas fleet will significantly strengthen our position in the handysize sector and provide our customers with greater flexibility in transporting smaller parcels in a cost-advantaged basis.”

Dag von Appen, Chairman of the Board of Ultranav, commented:

“Ultragas was founded 60 years ago, and we are very proud to have come this far and are now able to create an unparalleled market leader in the handysize gas carrier segment together with Navigator.”

“We look forward to joining Navigator Gas with its sound values and strong governance which fit well with our mission to be “a partner you can trust” in all respects. We believe this new setup will provide a more competitive service to our customers by increasing flexibility, geographical coverage and access to a modern fleet of 56 vessels.”

Navigator’s results for the third quarter 2021 will incorporate the results of the combined entity with effect from the Effective Date, comprising consolidated income and cash flow statements and a consolidated balance sheet.

Advisors

Watson Farley & Williams LLP and Baker Botts LLP acted as legal advisors for Navigator.

Debevoise & Plimpton LLP acted as legal advisors for Ultragas.

No Offer or Solicitation

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Source: Navigator Holdings Ltd.