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F5 Capital Objects to Proposed Merger of Star Bulk Carriers Corp. and Oceanbulk - Valley News Live - KVLY/KXJB - Fargo/Grand Forks

F5 Capital Objects to Proposed Merger of Star Bulk Carriers Corp. and Oceanbulk

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SOURCE F5 Capital

HOUSTON, July 9, 2014 /PRNewswire/ -- F5 Capital, which controls hundreds of thousands of Star Bulk Carrier Corp. shares, announced its objections to the "fatally flawed" proposed merger with Oceanbulk, the law firm Smyser Kaplan & Veselka, L.L.P. said today.

F5 Capital advised merger parties of director Hsin-Chi "Nobu" Su's objections in a seven-page letter from legal counsel, Larry R. Veselka, a partner at Houston-based Smyser Kaplan & Veselka, L.L.P.

Mr. Su, whose F5 Capital holds at least 413,599 Star Bulk shares, urges rejection of the proposed Agreement and Plan of Merger, dated June 16, 2014, because F5 contends:

  • the transaction was not negotiated or controlled by a truly disinterested special committee;
  • the assignment to the special committee was unduly limited, preventing the consideration of the full range of options that the directors were obligated by law to consider;
  • the special committee did not authorize its advisors to consider alternatives other than approving or rejecting the proposed transaction, and;
  • the proposed merger was designed by the representatives of the small group of interested parties – including Monarch Alternative Capital LP, Oaktree Capital Management and Star Bulk Carriers' non-executive chairman, Petros Pappas and his family members – who would increase their percentage ownership of shares from 43.9 percent to 80.2 percent while transferring more debt and future financing obligations than net asset value to the company.

F5 Capital further urges that the special meeting of Star Bulk stockholders, scheduled for July 11, 2014, be postponed so that a truly disinterested committee can be appointed to review the fairness of the proposed merger and misleading statements in the merger proxy statement can be clarified or corrected.

Contact: Larry R. Veselka, Smyser Kaplan & Veselka, L.L.P., Bank of America Center, 700 Louisiana, Suite 2300, Houston, Texas 77002; 713.221.2300; www.skv.com.

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