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Star Bulk-Eagle Bulk merger receives nod from shareholders
Approval by Eagle Bulk shareholders at special meeting gives merger the green light, with a closing date of ’on or about’ 9 April
Announced in December 2023, the merger between two of dry bulk shipping’s major players is set to create a combined company led by Star Bulk chief executive Petros Pappas, boasting a fleet of 169 bulkers and a market capitalisation of around US$2.1Bn.
In a statement on the deal, Star Bulk said, "Under the terms of the agreement, which was unanimously approved by the boards of directors of both companies, Eagle shareholders will receive 2.6211 shares of Star Bulk common stock for each share of Eagle common stock owned. This represents a total consideration of approximately US$52.60 per share, a 17% premium based on Eagle’s closing share price of US$44.85 on 8 December 2023. Upon the close of the transaction, Star Bulk and Eagle shareholders will own approximately 71% and 29% of the combined company on a fully diluted basis, respectively."
The combined company will be led by the current management team of Star Bulk and will be joined by "certain senior executives of Eagle," according to the statement on the deal. When the deal has officially closed, Mr Pappas will serve as chief executive of the combined company and Spyros Capralos, current chairman of Star Bulk, will serve as chairman of the combined company’s board. One member of the Eagle Board will join the Star Bulk Board at closing. The combined company will operate as Star Bulk Carriers Corp and will be headquartered in Athens, Greece, while maintaining offices in Stamford, Connecticut; Singapore; Copenhagen; and Limassol.
Some 97% of the combined fleet of 169 owned vessels are fitted with scrubbers. The fleet ranges from Newcastlemax and Capesizes to Supramax and Ultramax vessels with a global reach.
Star Bulk Carriers Corp was expected to have combined liquidity of nearly US$420M, as at 30 September 2023.
According to the two companies, the transaction is expected to generate at least US$50M in annual cost and revenue improvements within 12-18 months following close "through commercial operations integration and economies of scale, including reductions in general and administrative expenses".
Mr Pappas said, “Bringing together Star Bulk and Eagle will create a global leader in dry bulk shipping with a large, diversified, scrubber-fitted fleet. Together, we will benefit from greater scale with 169 owned vessels, generating meaningful synergies and building an even stronger financial profile. We will leverage both companies’ technical and commercial fleet management capabilities to optimise performance, deliver on our health, safety and environmental objectives and maximise earnings potential. With a well-capitalised balance sheet, we aim to continue delivering strong cash returns to shareholders while investing in emissions-reduction technologies as we continue to pursue growth over the long term. We look forward to working with the talented Eagle team to successfully integrate the two companies.”
Eagle Bulk chief executive Gary Vogel said, “We are very excited to be joining forces with Star Bulk, uniting two best-in-class companies, both commercially and operationally. We are bringing together two highly complementary organisations and are confident this accretive merger with Star Bulk will unlock significant value for Eagle shareholders, including the opportunity to participate in the long-term upside of the combined company.”
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