Marathon Acquisition Corp. Chairman and CEO to Enter Into Stock Purchase Plan
22 Mai 2008 - 2:00PM
Marketwired
NEW YORK, NY (AMEX: MAQ) (OTCBB: MAQ.WS) ("Marathon") announced
today that Michael Gross, its Chairman and Chief Executive Officer,
intends to enter into a purchase plan pursuant to Rule 10b5-1 of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), under which he will place a limit order to purchase up to
two million shares of Marathon common stock commencing one business
day after the filing with the Securities and Exchange Commission
(the "SEC") of Amendment No. 1 to the Registration Statement on
Form F-4 (File Number 333-150309), which includes the preliminary
joint proxy statement/prospectus related to the proposed merger
with Global Ship Lease, Inc., and ending on the record date for the
stockholders' meeting to approve the merger. Under the Rule 10b5-1
purchase plan, Mr. Gross will place a limit order to purchase up to
two million shares of Marathon common stock offered for sale at or
below a price of $8.00 per share until the earlier of one business
day prior to the record date of the stockholders' meeting or the
purchase of two million shares under the plan. It is intended that
the purchases pursuant to the limit order will satisfy the
conditions of Rule 10b-18(b) under the Exchange Act (which includes
certain manner, timing, price and volume limitations) and will
otherwise be subject to applicable law which may prohibit purchases
under certain circumstances. Rule 10b5-1 allows officers and
directors of public companies, at a time they are not aware of
material nonpublic information, to adopt predetermined plans for
purchasing or selling shares without regard to any subsequent
nonpublic information the individual may receive. Marathon
anticipates filing Amendment No. 1 to the Registration Statement on
Form F-4 by the end of the month.
About Global Ship Lease
Global Ship Lease is a rapidly growing containership charter
owner and is currently a subsidiary of CMA CGM S.A. of France ("CMA
CGM"), the world's third largest container shipping company.
Incorporated in the Marshall Islands, Global Ship Lease commenced
operations in December 2007 with a business of owning and
chartering out containerships under long-term, fixed rate charters
to world class container liner companies.
Global Ship Lease currently owns twelve vessels and has
contracts in place to purchase an additional five vessels from CMA
CGM expected for delivery between December 2008 and July 2009. The
transaction values Global Ship Lease and its seventeen vessel fleet
at approximately $1.0 billion. Following stockholder and
warrantholder approval of the merger, Marathon's stockholders will
own approximately 66% of Global Ship Lease and CMA CGM will own
approximately 34%.
Once all of the contracted vessels have been delivered, Global
Ship Lease will have a seventeen vessel fleet with total capacity
of 66,297 TEU and an average age of 5.5 years. All of the
contracted vessels are under long-term charters to CMA CGM with an
average remaining charter term of approximately 11 years.
About Marathon
Marathon Acquisition Corp. is a "blank check" company formed to
acquire, through a merger, capital stock exchange, asset
acquisition or similar business combination, one or more
businesses. In August 2006, Marathon through its initial public
offering raised net of fees and expenses, approximately $308.8
million which included $5.5 million in a private placement of
sponsor warrants that were deposited into a trust account. Marathon
has dedicated its time since the initial public offering to seeking
and evaluating business combination opportunities.
Important Legal Information
When completed, the definitive joint proxy statement/prospectus
and a form of proxy will be mailed to the stockholders and
warrantholders of Marathon, seeking their approval of the
transaction. Before making any voting decision, Marathon's
stockholders are urged to read the joint proxy statement/prospectus
regarding the merger carefully and in its entirety because it
contains important information about the proposed merger.
Marathon's stockholders and warrantholders may obtain, without
charge, a copy of the preliminary joint proxy statement/prospectus
and other relevant documents filed with the U.S. Securities and
Exchange Commission from the Commission's website at
http://www.sec.gov. Marathon's stockholders and warrantholders may
also obtain, without charge, a copy of the preliminary joint proxy
statement/prospectus and other relevant documents by directing a
request by mail to Michael Gross at Marathon Acquisition Corp., 500
Park Avenue, 5th Floor, New York, New York 10022 or by telephone at
(212) 993-1670.
Marathon and its directors and officers may be deemed to be
participants in the solicitation of proxies from Marathon's
stockholders with respect to the proposed merger. Information about
Marathon's directors and executive officers and their ownership of
Marathon's common stock is set forth in Marathon's annual report on
Form 10-K for the fiscal year ended December 31, 2007. Stockholders
may obtain additional information regarding the interests of
Marathon and its directors and executive officers in the merger,
which may be different than those of Marathon's stockholders
generally, by reading the preliminary joint proxy
statement/prospectus and other relevant documents regarding the
proposed merger.
Safe Harbor Statement
This communication contains forward-looking statements.
Forward-looking statements provide Marathon's current expectations
or forecasts of future events. Forward-looking statements include
statements about Marathon's expectations, beliefs, plans,
objectives, intentions, assumptions and other statements that are
not historical facts. Words or phrases such as "anticipate,"
"believe," "continue," "estimate," "expect," "intend," "may,"
"ongoing," "plan," "potential," "predict," "project," "will" or
similar words or phrases, or the negatives of those words or
phrases, may identify forward-looking statements, but the absence
of these words does not necessarily mean that a statement is not
forward-looking. Forward-looking statements are subject to known
and unknown risks and uncertainties and are based on potentially
inaccurate assumptions that could cause actual results to differ
materially from those expected or implied by the forward-looking
statements. The risks and uncertainties include, but are not
limited to:
-- future operating or financial results;
-- expectations regarding the strength of the future growth of the
shipping industry, including the rate of annual demand growth in the
international containership industry;
-- future payments of dividends and the availability of cash for payment
of dividends;
-- Global Ship Lease's expectations relating to dividend payments and
forecasts of its ability to make such payments;
-- future acquisitions, business strategy and expected capital spending;
-- operating expenses, availability of crew, number of off-hire days,
drydocking (beyond the disclosed reserve), survey requirements and
insurance costs;
-- general market conditions and shipping industry trends, including
charter rates and factors affecting supply and demand;
-- Global Ship Lease's ability to repay its credit facility and grow
using the available funds under its credit facility;
-- assumptions regarding interest rates and inflation;
-- change in the rate of growth of global and various regional economies;
-- risks incidental to vessel operation, including discharge of
pollutants and vessel collisions;
-- Global Ship Lease's financial condition and liquidity, including its
ability to obtain additional financing in the future (from warrant
exercises or outside services) to fund capital expenditures, acquisitions
and other general corporate activities;
-- estimated future capital expenditures needed to preserve Global Ship
Lease's capital base;
-- ability to effect an acquisition and to meet target returns;
-- Global Ship Lease's expectations about the availability of ships to
purchase, the time that it may take to construct new ships, or the useful
lives of its ships;
-- Global Ship Lease's continued ability to enter into long-term, fixed-
rate charters;
-- Global Ship Lease's ability to capitalize on its management team's and
board of directors' relationships and reputations in the containership
industry to its advantage;
-- changes in governmental and classification societies' rules and
regulations or actions taken by regulatory authorities;
-- expectations about the availability of insurance on commercially
reasonable terms;
-- unanticipated changes in laws and regulations;
-- potential liability from future litigation; and
-- other factors discussed in the section entitled "Risk Factors" in the
preliminary joint proxy statement/prospectus.
Marathon's actual results could differ materially from those
anticipated in forward-looking statements for many reasons,
including the factors described in "Risk Factors" in the
preliminary joint proxy statement/prospectus. Accordingly, you
should not unduly rely on these forward-looking statements, which
speak only as of the date of this communication. Marathon
undertakes no obligation to publicly revise any forward-looking
statement to reflect circumstances or events after the date of this
communication or to reflect the occurrence of unanticipated events.
You should, however, review the factors and risks Marathon
describes in the reports it will file from time to time with the
Securities and Exchange Commission after the date of this
communication.
Media Contact: Andrew Berlin The IGB Group 646-673-9701
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