DryShips Inc. (the “Company”) (NASDAQ: DRYS), a diversified owner
and operator of ocean going cargo vessels, today announced that, at
a special meeting held today, its shareholders voted in favor of
the 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.
Holders of 77,832,018 shares of the Company’s
common stock voted in person or by proxy at the special meeting,
representing approximately 89.6% of the total shares of the
Company’s common stock outstanding and entitled to vote at the
meeting. Of those shares voted, a total of 76,883,695 shares, or
approximately 98.8% of the shares voted, were cast in favor of the
proposal to authorize and approve the Merger Agreement, including
4,462,180 shares that are unaffiliated with SPII, or approximately
82.5% of the shares voted that are unaffiliated with SPII.
Pursuant to the Merger Agreement, Merger Sub
will be merged with and into the Company, with the Company
continuing as the surviving corporation and becoming a wholly owned
subsidiary of SPII (the “Merger”). Completion of the Merger is
subject to the satisfaction or waiver of the conditions set forth
in the Merger Agreement. Upon consummation, the Merger will result
in the Company becoming a privately held company and its shares
will no longer be listed on the Nasdaq Capital Market. The closing
of the transaction is anticipated to take place on or about October
11, 2019.
Advisors
Evercore is acting as financial advisor and
Fried, Frank, Harris, Shriver & Jacobson LLP is acting as legal
counsel to the special committee of the Company’s Board of
Directors composed solely of independent directors. 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
October 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 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, 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 transaction
statement on Schedule 13E-3, as amended, filed in connection with
the proposed 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
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