DryShips Enters Into Definitive Merger Agreement with SPII Holdings, DryShips Public Shareholders to Receive $5.25 per Share...
2019年8月19日 - 7:45PM
DryShips Inc. (the “Company”) (NASDAQ: DRYS) today announced that
it had entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with SPII Holdings Inc. (“SPII”), a company controlled
by the Company’s Chairman and Chief Executive Officer, George
Economou, under which SPII will acquire the outstanding shares of
the Company that it does not already own for $5.25 per share in
cash, without interest.
The $5.25 per share price represents a premium
of approximately 66% over the Company’s $3.16 closing stock price
on June 12, 2019, the last trading day before the Company’s
announcement of SPII’s initial offer to acquire all shares of the
Company common stock not owned by SPII (the “Initial Offer”), The
$5.25 per share price reflects an increase of approximately 31%
over the purchase price of $4.00 per share proposed in the Initial
Offer.
As previously disclosed, the Company’s Board of
Directors formed a Special Committee of independent directors to
consider the Initial Offer.
The Company’s Board of Directors, acting on the
unanimous recommendation of the Special Committee, approved the
Merger Agreement. The Special Committee, with the assistance of its
independent financial and legal advisors, exclusively negotiated
the terms of the Merger Agreement with SPII.
The merger is subject to approval by the
Company’s stockholders at a special meeting of the Company’s
stockholders to be held in due course, as well as other customary
closing conditions. The merger is not subject to a financing
condition.
The merger is expected to close in the fourth
quarter of 2019.
Advisors
Evercore is financial advisor and Fried, Frank,
Harris, Shriver & Jacobson LLP is legal counsel, to the Special
Committee. Seward & Kissel LLP is serving as legal counsel to
the Company. Orrick, Herrington & Sutcliffe LLP is acting as
legal counsel to SPII.
About DryShips Inc.
DryShips Inc. is a diversified owner and
operator of ocean going cargo vessels that operate worldwide
through three segments: drybulk, offshore support and tanker. As of
August 19, 2019, DryShips Inc. operates a fleet of 32 vessels
consisting of (i) 9 Newcastlemax drybulk vessels; (ii) 5 Kamsarmax
drybulk vessels; (iii) 6 Panamax drybulk vessels; (iv) 1 Very Large
Crude Carrier; (v) 2 Suezmax tankers; (vi) 3 Aframax tankers; and
(vii) 6 Offshore Support Vessels, including 2 Platform Supply and 4
Oil Spill Recovery Vessels.
For more information about DryShips Inc., please
visit: https://www.dryships.com.
In addition, DryShips Inc. owns 100% of Heidmar Inc. For more
information please visit Heidmar’s website at www.heidmar.com.
Additional Information and Where to Find It
In connection with the merger, the Company plans
to file with the Securities and Exchange Commission (the “SEC”) and
mail to its stockholders a proxy statement and other relevant
materials. The proxy statement will contain important information
about the Company, the acquirer, the proposed acquisition and
related matters. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE PROXY STATEMENT CAREFULLY WHEN IT IS AVAILABLE AND THE OTHER
RELEVANT MATERIALS FILED BY THE COMPANY WITH THE SEC BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders
will be able to obtain free copies of the proxy statement and other
relevant materials filed with the SEC by the Company through the
website maintained by the SEC at www.sec.gov or by directing a
request to the contact listed below. In addition, investors and
security holders will be able to obtain free copies of the
documents filed with the SEC on the Company’s website at
www.dryships.com.
Forward-Looking Statements
Matters discussed in this press release may
constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. The Private
Securities Litigation Reform Act of 1995 provides safe harbor
protections for forward-looking statements in order to encourage
companies to provide prospective information about their business.
The Company desires to take advantage of the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995 and is
including this cautionary statement in connection with such safe
harbor legislation. Forward-looking statements reflect the
Company’s current views with respect to future events and financial
performance and may include statements concerning plans,
objectives, goals, strategies, future events or performance, and
underlying assumptions and other statements, which are other than
statements of historical facts. The forward-looking statements in
this release are based upon various assumptions, many of which are
based, in turn, upon further assumptions, including without
limitation, management’s examination of historical operating
trends, data contained in the Company’s records and other data
available from third parties. Although the Company believes that
these assumptions were reasonable when made, because these
assumptions are inherently subject to significant uncertainties and
contingencies which are difficult or impossible to predict and are
beyond the Company’s control, the Company cannot assure you that it
will achieve or accomplish these expectations, beliefs or
projections. Important factors that, in the Company’s view, could
cause actual results to differ materially from those discussed in
the forward-looking statements include the strength of world
economies and currencies, general market conditions, including
changes in charter rates, utilization of vessels and vessel values,
failure of a seller or shipyard to deliver one or more vessels,
failure of a buyer to accept delivery of a vessel, the Company’s
inability to procure acquisition financing, default by one or more
charterers of the Company’s ships, changes in demand for drybulk,
oil or natural gas commodities, changes in demand that may affect
attitudes of time charterers, scheduled and unscheduled
drydockings, changes in the Company’s voyage and operating
expenses, including bunker prices, dry-docking and insurance costs,
changes in governmental rules and regulations, changes in the
Company’s relationships with the lenders under its debt agreements,
potential liability from pending or future litigation, domestic and
international political conditions, potential disruption of
shipping routes due to accidents, international hostilities and
political events or acts by terrorists. Risks and uncertainties are
further described in reports filed by DryShips with the U.S.
Securities and Exchange Commission, including the Company’s most
recently filed Annual Report on Form 20-F.
Investor Relations / MediaNicolas Bornozis
Capital Link, Inc. (New York) Tel. 212-661-7566 E-mail:
dryships@capitallink.com
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