DryShips Inc. (the “Company”) (NASDAQ: DRYS), a diversified owner
and operator of ocean going cargo vessels, today announced that it
has called a special meeting of the Company’s shareholders (the
“Special Meeting”) to be held on October 9, 2019, at 4 p.m. local
time, at 80 Kifissias Avenue, GR 151 25, Marousi, Athens, Greece.
At the Special Meeting, shareholders will be asked to consider and
vote on a proposal to authorize and approve the previously
announced Agreement and Plan of Merger, entered into on August 18,
2019 (the “Merger Agreement”), by and among the Company, SPII
Holdings Inc. (“SPII”), a company that may be deemed to be
beneficially owned by the Company’s Chairman and Chief Executive
Officer, Mr. George Economou, and Sileo Acquisitions Inc., a wholly
owned subsidiary of SPII (“Merger Sub”), pursuant to which SPII
will acquire the outstanding shares of common stock, $0.01 par
value, of the Company that it does not already own for $5.25 per
share in cash, without interest.
The $5.25 per share purchase price represents an
approximate 66% premium to the $3.16 closing market price of the
shares on June 12, 2019, the last trading day prior to the
Company’s announcement of SPII’s initial offer to acquire 100%
ownership of the Company. It also represents a premium of
approximately 37% to the $3.83 closing price of the shares on
August 16, 2019, the last trading day before the Company’s
announcement of the Merger Agreement and an increase of
approximately 31% over SPII’s originally proposed purchase price of
$4.00 per share.
Pursuant to the Merger Agreement, Merger Sub
will be merged with and into the Company, with the Company
continuing as the surviving corporation after the merger and a
wholly owned subsidiary of SPII (the “Merger”). If consummated, the
Merger would result in the Company becoming a privately held
company and its shares would no longer be listed on the Nasdaq
Capital Market. The Company’s Board of Directors, acting upon the
unanimous recommendation of a special committee of the Company’s
Board of Directors composed solely of independent directors (the
“Special Committee”), recommends that the Company’s shareholders
vote “FOR” the proposal to authorize and approve the Merger
Agreement, as described in more detail in the Proxy Materials (as
defined below).
Only shareholders of record as of the close of
business on August 30, 2019, which has been fixed as the record
date for the Special Meeting, will be entitled to vote at the
Special Meeting. Additional information regarding the Special
Meeting and the Merger Agreement can be found in the transaction
statement on Schedule 13E-3, including a proxy statement attached
thereto (the “Proxy Materials”), filed with the Securities and
Exchange Commission (the “SEC”), which can be obtained from the
SEC’s website at www.sec.gov. The Proxy Materials will also be
available on the Investor Relations section of the Company’s
website at www.dryships.com and will be mailed to the Company’s
shareholders on or about September 9, 2019. INVESTORS AND
SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY
THESE PROXY MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED
TO THE SEC, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY, THE MERGER AND RELATED MATTERS.
Shareholders who need assistance in
completing the proxy card, need additional copies of the Proxy
Materials, or have questions regarding the Special Meeting may
contact the Company’s proxy solicitation agent, Okapi Partners LLC,
toll-free at 1-877-274-8654 or +1-212-297-0720 outside the United
States.
This announcement is neither a solicitation of
proxies, an offer to purchase nor a solicitation of an offer to
sell any securities, and it is not a substitute for the proxy
statement and other materials that have been or will be filed with
or furnished to the SEC.
AdvisorsEvercore is acting as
financial advisor and Fried, Frank, Harris, Shriver & Jacobson
LLP is acting as legal counsel to the Special Committee. Seward
& Kissel LLP is acting 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 September 9, 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. In addition, the Company owns 100% of Heidmar, a leading
commercial tanker pool operator.
For more information about DryShips Inc., please
visit www.dryships.com.
For more information about Heidmar, please visit
www.heidmar.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 conditions to the
completion of the Merger, including the authorization and approval
of the Merger Agreement by the Company’s shareholders, not being
satisfied, the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger
Agreement, 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. Additionally, actual results may differ materially
from those expressed or implied in these statements as a result of
significant risks and uncertainties, including, but not limited to
the occurrence of any event, change or other circumstances that
could give rise to the termination of the Merger Agreement, the
inability to obtain the requisite shareholder approval for the
proposed transaction or the failure to satisfy other conditions to
completion of the proposed transaction, risks that the proposed
transaction disrupts current plans and operations, the ability to
recognize the benefits of the transaction, and the amount of the
costs, fees, and expenses and charges related to the transaction.
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 and the Proxy Materials. The statements in this news release
speak only as of the date of this release and we undertake no
obligation to update or revise any forward-looking statement,
whether as a result of new information, future developments or
otherwise, except as may be required by law.
Investor Relations /
Media Nicolas BornozisCapital Link, Inc. (New
York)Tel. 212-661-7566E-mail: dryships@capitallink.com
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