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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 credit: Pixabay CC0 Public Domain

Updated on 28 Mar 2018 12:17 GMT

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.

Related Links:

Aegean and RBM to try and resolve their differences in HEC case
Court extends restraining order on Aegean's HEC takeover to April 9
HEC overview and reasons for Aegean acquisition
Aegean buys Melissanidis-owned firms; founder's group to become biggest shareholder
Aegean shareholder group 'gravely concerned' by board's 'silence'
Aegean shareholder group nominates director candidates for next AGM
Aegean Marine Petroleum S.A.

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