Eagle Bulk Shipping Inc. announced that its shareholders voted in favor of (1) a proposal to approve and authorize the previously announced Agreement and Plan of Merger, dated December 11, 2023 (the “Merger Agreement”), entered into by and among Star Bulk Carriers Corp. (“Star Bulk”), Star Infinity Corp. (“Merger Sub”) and the Company and the merger contemplated thereby (the “Merger Proposal”) and (2) a proposal to authorize and approve the issuance of shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), issuable upon the potential future conversion of the Company’s 5.00% Convertible Senior Notes due 2024 in excess of the conversion share cap set forth in the Indenture, dated as of July 29, 2019, between the Company and Deutsche Bank Trust Company Americas (the “Convertible Note Share Issuance Proposal”) at its special meeting of shareholders (the “Special Meeting”) held earlier today.
At the Special Meeting, approximately 65% of the Company’s outstanding shares (approximately 99% of the shares of Common Stock present at the Special Meeting) were voted in favor of the Merger Proposal and approximately 96% of the votes cast were voted in favor of the Convertible Note Share Issuance Proposal.
The final voting results on the proposals voted on at the Special Meeting will be set forth in Eagle’s Form 8-K to be filed with the Securities and Exchange Commission after certification by the inspector of elections.>
Under the terms of the Merger Agreement, at the effective time, each share of the Common Stock issued and outstanding immediately prior to the effective time (excluding Common Stock owned by Eagle, Star Bulk, Merger Sub or any of their respective direct or indirect wholly owned subsidiaries) will be cancelled in exchange for the right to receive 2.6211 shares of common stock of Star Bulk, par value $0.01 per share, and any cash payable in respect of fractional shares.
The Company now expects to complete the merger on or about April 9, 2024, subject to the satisfaction of the remaining closing conditions.
