Both companies have entered into a definitive agreement to combine in an all-stock merger on a Net Asset Value to Net Asset Value (NAV) basis with a pro forma market capitalisation of approximately $2.1 billion. The transaction is expected to close in the first half of 2024.
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.
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 the largest U.S. listed dry bulk shipping company with a combined fleet of 169 owned vessels on a fully delivered basis, 97% of which are fitted with Exhaust Gas Cleaning Systems (“scrubbers”), ranging from Newcastlemax/Capesize to Supramax/Ultramax vessels and a global market presence.
The combined company will be led by the current management team of Star Bulk and will be joined by certain senior executives of Eagle. Upon close, Mr. Pappas will serve as CEO 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.
“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,” said Petros Pappas, Chief Executive Officer of Star Bulk.
“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 that 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,” added Gary Vogel, Eagle CEO.
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