Last updated: 12:29 PM ET, Tue March 10 2015

Lindblad to Merge with Public Investment Group

Cruise Line & Cruise Ship | Theresa Norton | March 10, 2015

Lindblad to Merge with Public Investment Group

PHOTO: Lindblad's fleet includes the 102-passenger National Geographic Orion. (Courtesy of Lindblad Expeditions)

Adventure cruise company Lindblad Expeditions is merging with a public investment company that could lead to more ships and more global itineraries.

Lindblad has entered into a definitive agreement to merge with Capitol Acquisition Corp. II in a transaction valued at approximately $439 million. The combined company, which will be renamed Lindblad Expeditions Holdings Inc., intends to be listed on the NASDAQ Stock Market upon completion of the merger, expected to close in May.

Lindblad President and Founder Sven-Olof Lindblad will continue to lead the company with his current management team. As part of the deal, Lindblad’s partnership with National Geographic will be extended until Dec. 31, 2025.

“We are excited to partner with Capitol Acquisition Corp. II in a transaction that will position Lindblad to move into a new phase in our history and pursue future growth opportunities as a public company,” Sven-Olof Lindblad said. “The additional resources and strong balance sheet will allow us to meet increasing guest demand by expanding our fleet with new vessels and opportunistically seeking accretive strategic acquisitions.”

Lindblad was founded almost 40 years ago and operates expedition cruises to the Galapagos, Antarctica, the Arctic, the Amazon, Alaska, and Europe. Lindblad’s voyages carry scientists, naturalists, explorers and photographers.

“We created Capitol with the express purpose of investing in a company that will generate superior long-term returns for shareholders,” said Mark Ein, chairman and CEO of Capitol. “Expedition travel is among the fastest growing segments in the travel industry. With its well-established brand, long-term National Geographic partnership, deep management experience and strong consumer franchise in this sector, Lindblad is exactly the kind of investment opportunity that we were looking for. The company has significant excess demand for its voyages, and we believe our merger will provide substantial new resources to position the company for accelerated future growth.”

Capitol will become the owner of all of the equity of Lindblad. The current stockholders of Capitol and the current owners of Lindblad will hold approximately 50 percent and 49 percent, respectively. The Lindblad Expeditions-National Geographic Joint Fund for Exploration and Conservation will own approximately 1 percent.

Sven-Olof Lindblad will hold approximately 29 percent of the issued and outstanding shares of the combined company’s common stock including in-the-money options. The current owners of Lindblad also will receive $90 million in cash at closing.

The boards of directors of both Capitol and Lindblad have unanimously approved the proposed transaction.


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