DryShips Inc. (the “Company”) (NASDAQ: DRYS), a diversified owner
and operator of ocean going cargo vessels, today announced the
completion of its acquisition by 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, pursuant to the merger (the “Merger”) of Sileo
Acquisitions Inc., a wholly owned subsidiary of SPII (“Merger
Sub”), with and into the Company pursuant to the previously
announced Agreement and Plan of Merger, entered into on August 18,
2019 (the “Merger Agreement”), by and among the Company, SPII and
Merger Sub. In the Merger, all outstanding shares of common stock,
$0.01 par value, of the Company not owned by SPII were converted
into the right to receive $5.25 per share in cash, without
interest.
The transaction was approved by the Company’s
stockholders on October 9, 2019. In connection with the completion
of the transaction, the Company’s common stock will cease to trade
on the Nasdaq Capital Market and will be delisted.
Advisors
Evercore acted as financial advisor and Fried,
Frank, Harris, Shriver & Jacobson LLP acted as legal counsel to
the special committee of the Company’s Board of Directors composed
solely of independent directors. Seward & Kissel LLP acted as
legal counsel to the Company. Orrick, Herrington & Sutcliffe
LLP acted 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
October 11, 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 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 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 transaction statement on Schedule
13E-3, as amended, filed in connection with the Merger. 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
DryShips (NASDAQ:DRYS)
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