DryShips Inc. and OceanFreight Inc. Announce Completion of Merger
November 03 2011 - 1:20PM
Marketwired
DryShips Inc. (NASDAQ: DRYS) and OceanFreight Inc. (NASDAQ: OCNF)
announced today that following approval by OceanFreight's
shareholders at a special meeting, the companies have completed the
merger and OceanFreight has become a wholly-owned subsidiary of
DryShips. Under the terms of the merger agreement, OceanFreight
shareholders will be entitled to receive $11.25 in cash and 0.52326
of a share of common stock of Ocean Rig UDW Inc., a global provider
of offshore ultra deepwater drilling services, for each share of
OceanFreight common stock owned by them.
As a result of the merger, OceanFreight's common shares will
cease trading on the NASDAQ Global Market today, and OceanFreight
expects to deregister and suspend its reporting obligations under
the Securities and Exchange Act of 1934, as amended.
American Stock Transfer & Trust Company has been appointed
to serve as the agent for payment of the merger consideration to
OceanFreight shareholders, and will promptly mail to shareholders
instructions on how to surrender their stock certificates and
receive payment for their shares. Banks, brokerage firms or other
nominees will provide those shareholders who hold their shares in
"street name" with their proceeds from the transaction. For more
information, shareholders who hold their shares in "street name"
should contact their bank, broker or other holder of record, and
shareholders of record may contact American Stock Transfer &
Trust Company at (877) 248-6417 (toll free). Shareholders of record
should wait to receive the letter of transmittal before
surrendering their shares.
About DryShips
DryShips Inc. is an owner of drybulk carriers and tankers that
operate worldwide. Through its majority owned subsidiary, Ocean Rig
UDW Inc., DryShips owns and operates 9 offshore ultra deepwater
drilling units, comprising of 2 ultra deepwater semisubmersible
drilling rigs and 7 ultra deepwater drillships, 3 of which remain
to be delivered to Ocean Rig during 2013. DryShips owns a fleet of
34 drybulk carriers (including newbuildings), comprising 7
Capesize, 25 Panamax and 2 Supramax, with a combined deadweight
tonnage of over 3.4 million tons, and 12 tankers (including
newbuildings), comprising 6 Suezmax and 6 Aframax, with a combined
deadweight tonnage of over 1.6 million tons.
DryShips' common stock is listed on the NASDAQ Global Select
Market where it trades under the symbol "DRYS."
About OceanFreight
OceanFreight is an owner and operator of drybulk vessels that
operate worldwide. OceanFreight owns a fleet of six vessels,
comprised of six drybulk vessels (four Capesize and two Panamaxes)
and has contracted to purchase five newbuilding Very Large Ore
Carriers (VLOC) with a combined deadweight tonnage of about 1.9
million tons.
About Ocean Rig
Ocean Rig is an international offshore drilling contractor
providing oilfield services for offshore oil and gas exploration,
development and production drilling, and specializing in the
ultra-deepwater and harsh-environment segment of the offshore
drilling industry. Ocean Rig owns and operates 9 offshore ultra
deepwater drilling units, comprising of 2 ultra deepwater
semisubmersible drilling rigs and 7 ultra deepwater drillships, 3
of which remain to be delivered to the company during 2013.
Ocean Rig's common stock currently trades on the Nasdaq Global
Select Market under the symbol "ORIG" and in the OTC market
maintained by the Norwegian Association of Stockbroking Companies
under the symbol "OCRG."
Forward-Looking Statement
Matters discussed in this release constitute forward-looking
statements. Forward-looking statements reflect our 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 words "believe," "intend," "anticipate," "estimate," "project,"
"forecast," "plan," "potential," "may," "should," "expect" and
similar expressions identify forward-looking statements.
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 our records and
other data available from third parties. Although we believe 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 our control, we cannot assure you that it will achieve or
accomplish these expectations, beliefs or projections.
Important factors that, in our view, could cause actual results
to differ materially from those discussed in the forward-looking
statements include the failure of the transaction to close, the
failure to satisfy strength of world economies and currencies,
general market conditions, including changes in charterhire and
drilling dayrates and drybulk vessel, drilling rig and drillship
values, failure of a seller to deliver one or more drilling rigs,
drillships or drybulk vessels, failure of a buyer to accept
delivery of a drilling rig, drillship, or vessel, inability to
procure acquisition financing, default by one or more charterers of
our ships, changes in demand for drybulk commodities or oil,
changes in demand that may affect attitudes of time charterers and
customer drilling programs, scheduled and unscheduled drydockings
and upgrades, changes in our operating expenses, including bunker
prices, dry-docking and insurance costs, changes in governmental
rules and regulations or actions taken by regulatory authorities,
potential liability from pending or future litigation, domestic and
international political conditions, potential disruption of
shipping routes due to accidents and political events or acts by
terrorists.
Risks and uncertainties are further described in reports filed
by DryShips and OceanFreight with the U.S. Securities and Exchange
Commission.
Contact: Investor Relations / Media: Nicolas
Bornozis Capital Link, Inc. (New York) Tel. 212-661-7566 E-mail:
dryships@capitallink.com
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