Quintana Maritime Ltd-Filing of certain prospectuses & communications in connection with business combination transactions (425)
March 18 2008 - 4:28PM
Edgar (US Regulatory)
Filed by Excel Maritime Carriers Ltd.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Subject Company: Quintana Maritime Limited
SEC Registration Statement No.: 333-149285
THE FOLLOWING IS A JOINT PRESS RELEASE ISSUED BY EXCEL MARITIME CARRIERS LTD. AND QUINTANA MARITIME LIMITED ON MARCH 17, 2008.
JOINT PRESS RELEASE
EXCEL AND QUINTANA ANNOUNCE MAILING OF PROXY
STATEMENT/PROSPECTUS FOR SPECIAL MEETING OF SHAREHOLDERS TO APPROVE MERGER
ATHENS, GREECE
March 17, 2008 Excel Maritime
Carriers Ltd (Excel) (NYSE: EXM) and Quintana Maritime Limited (Quintana)
(NASDAQ: QMAR) jointly announced today that on March 14, 2008 Quintana
commenced mailing the Proxy Statement/Prospectus for the Special Meeting of
Quintanas Shareholders to be held on April 14, 2008 for the purpose of
approving the proposed merger with Excel.
ABOUT
EXCEL MARITIME CARRIERS LTD.
Excel is an owner
and operator of dry bulk carriers and a provider of worldwide seaborne
transportation services for dry bulk cargoes, such as iron ore, coal and
grains, as well as bauxite, fertilizers and steel products. Excels current
fleet consists of 18 vessels (10 Panamax, 6 Handymax and 2 Supramax vessels)
with a total carrying capacity of approximately 1,074,022 DWT. Excel Class A common shares have been
listed since September 15, 2005 on the New York Stock Exchange (NYSE)
where it trades under the symbol EXM and, prior to that date, were listed on
the American Stock Exchange (AMEX) since 1998.
For more information about Excel, please go to Excels corporate website
www.excelmaritime.com.
ABOUT
QUINTANA MARITIME LIMITED
Quintana, based in
Greece, is an international provider of dry bulk cargo marine transportation
services. Quintana currently owns a
fleet of 22 vessels and, together with 7 Panamax vessels under bareboat
charters, operates 29 vessels (14 Kamsarmax, 11 Panamax and 4 Capesize vessels)
with a total carrying capacity of approximately 2,644,000 DWT tons. The
DWT weighted average age of vessels Quintana owns is 3.2 years. In addition, Quintana has ordered 8 Capesize
newbuilding vessels, one of which will be wholly owned and the remaining seven
of which will be partially owned through joint ventures. Once all acquisitions and newbuilding orders
are completed and assuming no vessel disposals, Quintana will operate a fleet
of 37 dry bulk vessels (14 Kamsarmax, 11 Panamax and 12 Capesize vessels) with
a total capacity of approximately 4,086,043 DWT. For more information about Quintana, please
go to Quintanas corporate website www.quintanamaritime.com.
FORWARD LOOKING STATEMENTS AND
ADDITIONAL INFORMATION
This joint press release issued by Excel
and Quintana on March 17, 2008 contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995, including,
but not limited to, statements relating to Excels planned acquisition of
Quintana and the expected terms and timing of the transaction. Words such as anticipate, believe, plan,
estimate, expect, intend, will, should, may, and other similar
expressions are intended to identify forward looking statements. Such statements are based upon the current
beliefs and expectations of our management and involve a number of significant
risks and uncertainties, many of which are difficult to predict and generally
beyond the control of Excel and Quintana.
Actual results may differ materially from the results anticipated in
these forward-looking statements. The following factors, among others, could
cause or contribute to such material differences: the ability to obtain the
approval of the transaction by Quintana shareholders; the ability to obtain
governmental approvals of the transaction or to satisfy other conditions to the
transaction on the proposed terms and timeframe; the ability to realize the
expected synergies resulting for the transaction in the amounts or in the
timeframe anticipated; the ability of Excel to obtain financing and the ability
to integrate Quintanas businesses into those of Excel in a timely and
cost-efficient manner. Additional
factors that could cause Excels and Quintanas results to differ materially
from those described in the forward-looking statements can be found in the 2006
Annual Report on Form 20-F of Excel and the 2007 Annual Report on Form 10-
K of Quintana filed with
the Securities and Exchange Commission and available at the Securities and
Exchange Commissions website.
This communication is being made in respect of the
proposed merger transaction involving Excel and Quintana. In connection with the proposed transaction,
Excel has filed with the Securities and Exchange Commission a registration
statement on Form F-4 containing a proxy statement/prospectus. The proposed merger transaction involving
Excel and Quintana will be submitted to Quintanas shareholders for their
consideration.
Shareholders are encouraged to read the proxy
statement/prospectus regarding the proposed transaction because it contains
important information.
Shareholders
may obtain a free copy of the proxy statement/prospectus, as well as other
filings containing information about Excel and Quintana without charge, at the
Securities and Exchange Commissions Internet site (http://www.sec.gov). Copies of the proxy statement/prospectus and
the filings with the Securities and Exchange Commission that are incorporated
by reference in the proxy statement/prospectus can also be obtained, without
charge, by directing a request to Excel or to Quintana per the investor
relations contact information below.
Excel, Quintana and their respective directors and
executive officers and other persons may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction. Information
regarding Excels directors and executive officers is available in Excels
notice of annual meeting and proxy statement for its most recent annual meeting
and Excels Annual Report on Form 20-F for the year ended December 31,
2006, which were filed with the Securities and Exchange Commission on September 14,
2007 and June 26, 2007, respectively, and information regarding Quintanas
directors and executive officers is available in Quintanas proxy statement for
its most recent annual meeting of shareholders which was filed with the
Securities and Exchange Commission on April 2, 2007. Other information
regarding the participants in the solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, is contained
in the proxy statement/prospectus and other relevant materials that have been
filed with the Securities and Exchange Commission.
This communication shall not constitute an offer to
sell or the solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities shall be
made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended.
Excel contact
information:
Lefteris Papatrifon
Chief Financial Officer
Excel Maritime Carriers
Ltd.
17th Km National Road
Athens-Lamia &
Finikos Street
145 64 Nea Kifisia
Athens, Greece
Tel: 011-30-210-62-09-520
Fax: 011-30-210-62-09-528
E-Mail:
info@excelmaritime.com
http://www.excelmaritime.com
Investor Relations /
Financial Media:
Nicolas Bornozis
President
Capital Link, Inc.
230 Park Avenue Suite 1536
New York, NY 10160, USA
Tel: (212) 661-7566
Fax: (212) 661-7526
E-Mail: nbornozis@capitallink.com
www.capitallink.com
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Quintana contact information:
Paul J. Cornell
Chief Financial Officer
Quintana Maritime Limited
Tel. 713-751-7525
E-mail: pcornell@quintanamaritime.com
Investor Relations / Financial Media:
Ramnique Grewal
Capital Link, Inc.
230 Park Avenue Suite 1536
New York, NY 10160, USA
Tel. 212.661.7566
E-mail:
rgrewal@capitallink.com
3
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