DryShips announced that it had entered into an Agreement and Plan of Merger with SPII Holdings Inc., 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 $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.
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.