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October 9, 2018

Navios Acquisition to acquire Navios Midstream

Navios Maritime Acquisition (Navios Acquisition) has signed a definitive merger agreement with Navios Maritime Midstream Partners (Navios Midstream) to purchase all the publicly held units of Navios Midstream in exchange for its shares.

Navios Maritime Acquisition (Navios Acquisition) has signed a definitive merger agreement with Navios Maritime Midstream Partners (Navios Midstream) to purchase all the publicly held units of Navios Midstream in exchange for its shares.

As part of the deal, public unitholders of Navios Midstream may exchange each Navios Midstream common unit for either 6.292 newly issued shares of Navios Acquisition common stock or 1.0 share of a newly issued convertible participating preferred stock of Navios Acquisition.

Each share will be convertible by its holder into 5.1 shares of Navios Acquisition common stock at any time within six months of completing the deal.

The deal is scheduled to be completed by around December.

Navios Maritime Acquisition in a statement said: “The approval and adoption of the merger agreement and the merger by Navios Midstream requires approval by a majority of the outstanding Navios Midstream common units.

“Navios Acquisition owns a sufficient number of Navios Midstream common units to approve the merger on behalf of all Navios Midstream unitholders and has agreed to consent to the merger.

“The closing of the merger is subject to customary closing conditions, including effectiveness of a registration statement on Form F-4 related to the issuance of new shares of Navios Acquisition to the public unitholders of Navios Midstream and the mailing of an information statement to such unitholders.”

“Navios Acquisition owns a sufficient number of Navios Midstream common units to approve the merger on behalf of all Navios Midstream unitholders.”

The deal is expected to simplify the capital and organisational structure, increase trading liquidity and float of Navios Acquisition common stock, as well as improve access to the capital markets and the credit profile, reduce the cost of capital, and bring about other benefits.

Navios Acquisition also received approval from its board of directors for the 1:15 reverse stock split of its issued and outstanding shares of common stock.

The reverse stock split is scheduled to be effected before the completion of the merger deal and is subject to stockholder approval.

Navios Acquisition primarily owns and operates a fleet of tanker vessels, while Navios Midstream mainly owns and operates crude oil tankers under long-term employment contracts.

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