N Shipmanagement Acquisition Corp. made a non-binding proposal to acquire the remaining unknown stake in Navios Maritime Holdings Inc. (NYSE:NM) on September 13, 2023. As of October 22, 2023, N Shipmanagement Acquisition Corp. entered into a definitive merger agreement to acquire remaining unknown stake in Navios Maritime Holdings Inc. N Shipmanagement Acquisition to acquire all of the outstanding shares not already beneficially owned by NSC and its affiliates for $2.28 in cash per common share. Upon consummation of the Merger, Navios Maritime will become wholly owned by NLHC. Navios Maritime Holdings Inc Board of Directors, acting on the unanimous recommendation of the Special Committee, approved the Merger Agreement by unanimous vote of the directors not affiliated with NLHC or its affiliates. Navios Maritime will be required to pay NLHC a termination fee equal to $1.5 million. The Merger Agreement further provides that NLHC will be required to pay Navios Maritime a termination fee equal to $1.5 million if the Merger Agreement is terminated by Navios Maritime in connection with a material breach by NLHC or Merger Sub. The Special Committee, with the assistance of its independent financial and legal advisors, exclusively negotiated the terms of the Merger Agreement. Upon consummation of the Merger, the shares of Common Stock will be delisted from the New York Stock Exchange and will be deregistered under the Securities Exchange Act of 1934 as promptly as practicable after the Effective Time. The proposal is non-binding and is subject to the negotiation and execution of mutually acceptable definitive documentation. The transaction is subject to approval of Navios Maritime Holdings Inc's shareholders. The transaction is expected to be closed by no later than the first quarter of 2024. As of December 13, 2023, Navios Maritime held a special meeting of its stockholders (the ?Special Meeting?) at which the Company?s stockholders considered and voted on a proposal to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger (the ?Merger Agreement Proposal?).

Latham & Watkins LLP acted as legal advisor and Jefferies LLC acted as financial advisor to the Special Committe. Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisor to Navios Maritime Holdings Inc. S. Goldman Advisors, LLC acted as financial advisor to Navios Maritime Holdings Inc.

N Shipmanagement Acquisition Corp. completed the acquisition of a remaining unknown stake in Navios Maritime Holdings Inc. (NYSE:NM) on December 14, 2023. In connection with the completion of the Merger, the Common Shares will cease to trade on the New York Stock Exchange and will be delisted.