Greek tanker and bulker pools player and commercial manager Heidmar is trying again for a listing on the Nasdaq exchange in New York.
It said on Thursday that it is merging with Nasdaq-listed MGO Global after pulling a previous listing bid in October last year.
The combined company will operate under the Heidmar name and will be listed on the Nasdaq Capital Market.
MGO Global is described as a “digitally native” lifestyle brand portfolio company.
“Heidmar anticipates being a dividend-paying company post-closing of the proposed transaction,” Heidmar said.
The transaction will be completed at a significant premium to MGO’s stock price of $0.46 at the time the deal was announced, the Athens-based company added.
Heidmar has more than 60 vessels under management, including crude oil and refined petroleum product tankers, with an aggregate capacity of 8.3m dwt.
MGO founder Maximiliano Ojeda said he is thrilled with the deal, saying the combined company will be able to capitalise on the evolving, underserved demands of the massive $370bn global tanker shipping market.
“As MGO has worked through this process, we have been particularly impressed with the significant public company experience of Heidmar’s leadership team, as well as their long track record of success in driving growth and sustainable value creation for shareholders and the world’s leading oil and energy companies, traders and shipowners, ” he added.
Inflexion point
Heidmar chief executive Pankaj Khanna described the deal as a “key inflection point in the ongoing evolution of Heidmar as a global leader in the marine transportation services industry”.
He pointed to growth in revenue from $5m in 2021 to nearly $50m in 2023.
“Heidmar has a critical role to play in the decarbonisation of the shipping industry by providing operational and technical measures to our clients to reduce CO2 emissions,” he added.
MGO and Heidmar will each become wholly owned subsidiaries of a newly incorporated Marshall Islands company, PubCo.
MGO shareholders will receive one share in PubCo for each share they own, with an implied fully diluted equity value of $18m.
Heidmar’s shareholders will exchange their shares for $300m in registered common shares of PubCo.
An earn-out element consists of $30m more shares for Heidmar investors.
For this component to kick in, PubCo must achieve revenue of $45m, $30m in Ebitda or $25m of net profit in 2024.
Heidmar said it made a net profit of $19.6m in 2023.
The deal is expected to close in the third quarter.
MGO investors will have 5.6% of PubCo.
Flagpoles and lifestyle
MGO’s two business units are Americana Liberty, which markets home and outdoor products including Stand Flagpoles; and MGO Digital, which leverages data analytics to “incubate” lifestyle brands.
US law firm Seward & Kissel represented Heidmar in the transaction.
In April, Heidmar became a technical manager, after welcoming Landbridge Ship Management — a technical manager of five VLCCs owned by the Huwell Group — to its operation.
Heidmar dropped plans to list on the Nasdaq through a merger with a special purpose acquisition vehicle, Home Plate Acquisition.
“Market conditions were not conducive to the contemplated equity raise,” it said at the time.
The deal was announced in March 2023.
The object was to raise $55m to fund an expansion into technical management, shipbroking and bulkers.
Heidmar moved into the commercial management of dry bulk ships in January 2023.
In May that year, it made its first hire for a dedicated sale-and-purchase advisory desk.
The company was founded 40 years ago as a pioneer in the third-party pool management business.
Heidmar was long owned by George Economou. In 2020, however, the Greek magnate dropped the company, which has since survived and continued under Khanna.
