A page turner for EuroHoldings Ltd, the Nasdaq-listed shipping company, brings the entry of the Latsis family into the majority shareholding through Marla Investments Inc. The deal, which was completed with the purchase of 51.04% of the common shares from shareholders linked to the Pitta family, marks one of the most significant investment moves by Greek business interests in the shipping industry in recent times.

The transaction price was set at $12.90 per share, with a total volume covering 1,437,697 shares. This was an all-cash deal conducted without the issuance of any new shares, thereby classifying it as a “clean transaction” – a rarity in the shipping industry when it comes to listed companies.

It is noted that the sellers – shareholders affiliated with the Pitta family – retained a minority stake of approximately 7.6% following the completion of the transaction, thereby ceding full business and strategic control to the new investors.

The deal was accompanied by a series of agreed-upon conditions, which include:

• Modification of the Shareholders’ Rights Plan to allow the new primary shareholder to exceed a 15% stake in the company’s share capital.
• Appointment of two new members to the Board of Directors, following the buyer’s proposal.
• Execution of a registration rights agreement that ensures favorable terms for the resale or trading of the shares on the exchange.

In addition to the principal consideration, Marla Investments agreed to make further payments on a quarterly and retroactive basis, provided that the company’s vessels, the M/V Joanna and the M/V Aegean Express, remain operational beyond the minimum duration specified in the existing time-charter agreements.

As part of the transaction, significant management changes were implemented: Mr. Aristidis P. Pitta and Dr. Anastasios (“Tasos”) Aslidis resigned from the company’s Board of Directors, with their positions subsequently filled by new appointees Mr. Giorgos Margarones and Mr. Christos Triantafyllidis, both drawn from the trusted circle of the new equity leadership.

Despite these changes in shareholding and board composition, the company’s management team remains intact, and the provision of executive, commercial, and technical services continues to be handled by Eurobulk Ltd., Eurochart S.A., and their affiliated entities, thereby ensuring operational continuity.

Marla Investments’ entry – an investment vehicle representing the interests of the Latsis family – rekindles interest among historically significant Greek business groups in the strategic shipping sector, with a focus on investing in listed shipping companies that demonstrate a clear growth trajectory and maintain a high-quality fleet.

EuroHoldings, as the owner and operator of bulk carriers, is active in the medium-capacity maritime transport segment and is widely regarded as a company with robust technical infrastructure and an efficient management culture.

Official Company Announcement
EuroHoldings Ltd (NASDAQ: EHLD), owner and operator of vessels as well as a provider of maritime transportation services, announced today that shareholders connected with the Pitta family (the “Sellers”) have signed a share sale agreement (the “Transaction”) and have sold a 51.04% stake of the company’s common shares to Marla Investments Inc., a company associated with the Latsis family (the “Buyer”). The Pitta family retained approximately 7.6% of the company immediately after the Transaction’s completion.

Within the framework of the Transaction, the Company was jointly requested by the Sellers and the Buyer to facilitate the transfer of shares by agreeing to the following commitments (the “Company’s Undertakings”):

• Modification of the Shareholders’ Rights Plan to allow the Buyer to acquire more than 15% of the company’s common shares.
• Consideration of the Buyer’s proposal to appoint two persons to the Board of Directors.
• Entering into a registration rights agreement concerning the shares acquired.

No new shares were issued as part of the Transaction. The price for the 1,437,697 shares sold was approximately $12.90 per share in cash. Additionally, the Buyer agreed to pay further amounts to the Sellers on a quarterly, retroactive basis, contingent upon the continued employment of the M/V “Joanna” and M/V “Aegean Express” beyond the minimum period stipulated in the existing time-charter agreements.

As part of the Transaction, Mr. Aristidis P. Pitta and Dr. Anastasios (“Tasos”) Aslidis resigned from the Board of Directors. Eurobulk Ltd., Eurochart S.A., and their affiliated entities will continue to provide executive, commercial, and technical management services to the Company. The existing management team remains in place following the Transaction.

On the Board of Directors, Mr. Giorgos Margarones and Mr. Christos Triantafyllidis have been appointed, replacing the departing members.

Seaborne Capital Advisors acted as the exclusive financial advisor to the Company, Watson Farley & Williams LLP served as the Buyer’s legal counsel, and Seward & Kissel LLP acted as the Company’s legal advisor.