Wed 28 Mar 2018 12:17

Aegean confirms expiration of HEC share purchase agreement


Announcement comes during court-agreed negotiation period with RBM.


The deadline date for the approval of Aegean's share purchase agreement with HEC stakeholders was March 27.
Image: Pixabay
Aegean Marine Petroleum Network Inc. has confirmed that the March 27 contractual deadline - or 'long stop date' - for obtaining all the necessary approvals for its previously announced share purchase agreement with the owners of HEC Europe Ltd has expired, and that the accord between Aegean and HEC shareholders has therefore terminated in accordance with its terms.

Aegean announced the agreement to acquire HEC Europe on February 20. The maritime waste specialist is owned and controlled by Aegean's founder, Dimitris Melissanidis, who banked just under $100m when he sold his shares in Aegean in 2016, in addition to certain members of his family and the Agiostratitis family.

The deal was said to include the assumption of "certain indebtedness", payable in the form of a combination of debt, the assignment of certain accounts receivables, cash and shares of Aegean common stock, representing approximately 33 percent of the issued and outstanding common stock of Aegean.

Aegean and the sellers also entered into an investor rights agreement which specified that the sellers would have the right to designate two nominees and recommend one independent nominee for appointment or election to the board of directors of Aegean.

Additionally, Aegean said it expected to appoint one additional independent director to the Aegean board, effective as of the closing of the acquisition - creating an eight-member board of directors.

The agreement with HEC came less than a month after The Committee for Aegean Accountability - a group of long-term Aegean shareholders - announced that it had formally nominated four independent candidates for election to the firm's board of directors at the 2018 annual meeting of shareholders.

Following the HEC accord, RBM Holdings - a limited liability company that was formed earlier this month by Aegean shareholders Tyler Baron, Justin Moore and August Roth - filed a legal complaint on March 8, which argued that the agreement to acquire HEC Europe was structured "for the benefit of insiders at the expense of the plaintiff and other minority shareholders".

A temporary 14-day restraining order (TRO) was granted by the US District Court Southern District of New York on March 12, which was then extended on March 16 by another 14 days to April 9.

Then, last week, a Stipulation and Scheduling Order was issued by the court, with both parties agreeing to enter into negotiations in a bid to resolve their differences.

Litigation proceedings will remain halted until April 12, and the court's temporary restraining order (TRO) shall remain in force during this period.

Aegean also agreed that no changes will be made to the composition of its board of directors during this period.


Tallink’s MyStar vessel. Tallink targets full bio-LNG transition for Baltic shuttle vessels within a year  

Estonian ferry operator aims to replace all fossil LNG with renewable fuel on the Helsinki-Tallinn route.

Grimaldi's Grande Melbourne vessel. Grimaldi takes delivery of third ammonia-ready car carrier from Chinese shipyard  

Grande Melbourne is the third of seven vessels ordered from Shanghai Waigaoqiao Shipbuilding for Asia-Europe service.

BPCL and Cochin Port sign MoU. BPCL and Cochin Port sign MoU for LNG bunkering facilities  

Indian oil company and port authority agree to develop LNG refuelling infrastructure for vessels.

ClassNK Guidelines front cover. ClassNK publishes world-first guidelines for membrane-based onboard CO2 capture systems  

Classification society expands guidelines to cover membrane separation method for capturing ship exhaust emissions.

April Tan, Flex Commodities. Flex Commodities hires April Tan as lead trader for China  

Dubai-based marine fuels trader appoints experienced professional to Singapore office to drive regional expansion.

Contract signing ceremony. Yang Ming finalizes contracts for six methanol dual-fuel-ready boxships  

Taiwanese carrier signs deals with Japanese shipbuilders for vessels scheduled for delivery from 2028.

China’s Da Qing 268 vessel. China's first newbuild dual-fuel methanol bunkering vessel launched in Zhoushan  

Da Qing 268 can supply methanol and conventional fuels to ships at anchorage.

Graphic announcing Standard Fuel Oils FT recognition. Standard Fuel Oils recognized in Financial Times Europe's Long-Term Growth Champions  

Liverpool-based fuel supplier included in ranking of 300 European companies with sustained revenue growth.

Naming ceremony of Wilhelmshaven Express. Hapag-Lloyd completes newbuild programme with delivery of dual-fuel vessel  

German carrier christens Wilhelmshaven Express, marking completion of 12-vessel Hamburg Express class series.

Adani Ports and BPCL sign MoU. MoU signed to develop LNG bunkering facility at Vizhinjam  

Partnership aims to establish LNG refuelling hub for international vessels at Kerala.