DryShips, a diversified owner and operator of ocean going cargo vessels, announced that it has called a special meeting of the Company’s shareholders 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.