Aegean Marine Petroleum Network Inc. announced today that it has entered into a definitive agreement to acquire all of the outstanding share capital of H.E.C. Europe Limited (H.E.C.), the parent company of Hellenic Environmental Center S.A. and a group of companies that together provide global port reception facilities services, from the shareholders of H.E.C., for aggregate consideration of approximately $367 million, including the assumption of certain indebtedness, which consideration is payable in the form of a combination of debt, the assignment of certain accounts receivables, cash (determined in accordance with the definitive agreement) and shares of Aegean common stock, which will represent approximately 33 percent of the issued and outstanding common stock of Aegean after giving effect to the issuance.
The sellers are companies owned and controlled by Dimitris Melisanidis (Aegean’s founder and former Head of Corporate Development) and certain members of his family, and members of the Agiostratitis family. Aegean expects the acquisition, which results from several months of negotiations, to be immediately accretive to adjusted earnings per share in year one.
The acquisition was unanimously approved by the Aegean Board upon the recommendation of a special committee of independent directors. In making its recommendation, the Special Independent Committee consulted with its independent financial advisor, Clarksons Platou Securities, Inc.and outside legal counsel. The acquisition does not require the approval of Aegean’s shareholders.
Yiannis Papanicolaou, Chairman of the Board of Directors of Aegean, stated, “For the past several quarters, the Board and senior management have contemplated strategic options for Aegean reflecting the prospects of the traditional bunkering business, the challenges associated with the transition towards a market with a different product mix and the ever-growing needs of the shipping industry for greener products and services. The acquisition of H.E.C., a world leader in its field, is our first decisive step in the direction of combining higher profitability for our shareholders with environmental sustainability and social accountability. Our next priority is the elaboration of a roadmap to operate successfully within the new landscape post-2020 IMO regulatory changes and beyond.”
Jonathan McIlroy, Aegean’s President, commented, “I want to welcome Darren and the H.E.C. team to the Aegean family. The acquisition of H.E.C. enables Aegean to pursue a complementary high margin business with global growth opportunities, while simultaneously enabling the group to continue the optimization of its global asset base and infrastructure. The combination of these two companies creates a leading service provider to the maritime industry that not only supplies the fuel that enables world trade, but now with H.E.C., cares for the waste created by that trade and in doing so, safeguards our environment.”
Dimitris Melisanidis, founder of both Aegean and H.E.C., stated, “The combination of Aegean and H.E.C., two companies that I have been involved with since their creation, unites two businesses that are essential to shipping. Just as Aegean has grown to become a worldwide brand synonymous with high quality physical supply of bunker fuels, H.E.C.’s business has the opportunity to expand globally, and become the market leader in the provision of essential environmental services to vessels and ports. I am happy to return as part of the group that will be the largest shareholder of the combined company as we focus on improving the overall health of the combined business and commit ourselves to a greener world.”