DryShips Inc. And Oceanfreight Inc. Announce That Dryships Acquires Majority Of Oceanfreight Shares
News Release
DryShips Inc.
August 25, 2011
ATHENS, GREECE – August 24, 2011 – DryShips Inc. (NASDAQ: DRYS) and
OceanFreight Inc. (NASDAQ: OCNF) announced today that DryShips has acquired
3,000,856 shares of OceanFreight Inc. The shares were acquired from entities controlled by
Mr. Anthony Kandylidis, the CEO of OceanFreight, under a purchase agreement entered into
on July 26, 2011. These shares represent a majority of the outstanding shares of
OceanFreight. The consideration paid by DryShips for each OceanFreight share consisted of
(x) $11.25 in cash and (y) 0.52326 shares of common stock of Ocean Rig UDW Inc, par
value of $0.01 per share, with cash paid in lieu of fractional shares. The total consideration
paid for those shares was $33,759,671.08 in cash and 1,570,226 shares of Ocean Rig
common stock.
The Ocean Rig shares so transferred were outstanding shares held by DryShips. As a
result of this transaction, DryShips’ percentage ownership of Ocean Rig was reduced from
approximately 78% to approximately 77 %.
DryShips has agreed to vote the OceanFreight shares that it acquired in favor of the
merger of OceanFreight with a subsidiary of DryShips, as contemplated by the merger
agreement signed by DryShips and OceanFreight on July 26, 2011. DryShips holds sufficient
OceanFreight shares to approve the merger. In that merger, DryShips will acquire the
remaining outstanding shares of OceanFreight for per share consideration consisting of
$11.25 in cash and 0.52326 shares of Ocean Rig, with cash paid in lieu of fractional shares.
This is the same per share consideration that DryShips paid for the shares it acquired from
entities controlled by Mr. Anthony Kandylidis. The merger is expected to close in the fourth
quarter of 2011.
OceanFreight Inc. (NASDAQ: OCNF) announced today that DryShips has acquired
3,000,856 shares of OceanFreight Inc. The shares were acquired from entities controlled by
Mr. Anthony Kandylidis, the CEO of OceanFreight, under a purchase agreement entered into
on July 26, 2011. These shares represent a majority of the outstanding shares of
OceanFreight. The consideration paid by DryShips for each OceanFreight share consisted of
(x) $11.25 in cash and (y) 0.52326 shares of common stock of Ocean Rig UDW Inc, par
value of $0.01 per share, with cash paid in lieu of fractional shares. The total consideration
paid for those shares was $33,759,671.08 in cash and 1,570,226 shares of Ocean Rig
common stock.
The Ocean Rig shares so transferred were outstanding shares held by DryShips. As a
result of this transaction, DryShips’ percentage ownership of Ocean Rig was reduced from
approximately 78% to approximately 77 %.
DryShips has agreed to vote the OceanFreight shares that it acquired in favor of the
merger of OceanFreight with a subsidiary of DryShips, as contemplated by the merger
agreement signed by DryShips and OceanFreight on July 26, 2011. DryShips holds sufficient
OceanFreight shares to approve the merger. In that merger, DryShips will acquire the
remaining outstanding shares of OceanFreight for per share consideration consisting of
$11.25 in cash and 0.52326 shares of Ocean Rig, with cash paid in lieu of fractional shares.
This is the same per share consideration that DryShips paid for the shares it acquired from
entities controlled by Mr. Anthony Kandylidis. The merger is expected to close in the fourth
quarter of 2011.