UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 2)
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(E)
OF THE SECURITIES EXCHANGE ACT OF 1934
DryShips
Inc.
(Name of the Issuer)
DryShips Inc.
SPII Holdings Inc.
Sileo Acquisitions Inc.
George Economou
(Names of Persons Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
Y2109Q705
(CUSIP Number of Class of Securities)
c/o Dryships Management Services Inc.
80 Kifissias Avenue
GR 151 25, Marousi, Athens, Greece
Mr. Dimitrios Dreliozis
Tel: + 30 210-80 90-570
(Name, Address, and Telephone Numbers of
Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)
With copies to
Orrick, Herrington & Sutcliffe LLP
51 West 52nd Street
New York, NY 10019
Attn: William Haft, David Schwartz
E-mail: whaft@orrick.com, dschwartz@orrick.com
|
|
SEWARD & KISSEL LLP
One Battery Park Plaza
New York, NY 10004
Attn: Gary Wolfe, Edward Horton,
Nick Katsanos
E-mail: wolfe@sewkis.com, horton@sewkis.com,
katsanos@sewkis.com
|
|
Fried, Frank, Harris, Shriver
& Jacobson LLP
One New York Plaza
New York, NY 10004
Attn: Philip Richter, Mark Lucas
E-mail: philip.richter@friedfrank.com, mark.lucas@friedfrank.com
|
This statement is filed in connection with (check the appropriate
box):
|
|
a.
|
¨ The
filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
|
|
|
b.
|
¨ The
filing of a registration statement under the Securities Act of 1933.
|
Check
the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:
¨
Check
the following box if the filing is a final amendment reporting the results of the transaction: ¨
Calculation of Filing Fee
|
Transaction Valuation*
|
|
Amount of Filing Fee**
|
|
$75,941,838.00
|
|
$9,204.15
|
|
|
*
|
Calculated solely for the purpose of determining the
filing fee in accordance with Rule 0-11(b) under the Securities Exchange Act. The filing fee is calculated based on the sum of
the proposed cash payment of US$5.25 per share of common stock for 14,465,112 outstanding shares of common stock of the issuer
subject to the transaction (which equals the total outstanding shares of common stock less the shares of common stock to be cancelled
without consideration and the shares of common stock held by SPII Holdings Inc. and its affiliates) (the “Transaction Valuation”).
|
|
|
**
|
The amount of the filing fee, calculated in accordance
with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #2 for Fiscal Year 2019, was calculated
by multiplying the Transaction Valuation by 0.0001212.
|
|
|
x
|
Check
box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting of the fee
was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing.
|
The filing fee was previously paid on the
initial filing of this Schedule 13E-3 Transaction Statement on September 9, 2019.
INTRODUCTION
This Amendment No. 2 to Schedule 13E-3
(this “Amendment No. 2”) amends and supplements the Rule 13e-3 transaction statement on Schedule
13E-3 originally filed on September 9, 2019, as amended by Amendment No. 1 filed on September 30, 2019
(the “Original Transaction Statement”, and as amended by this Amendment No. 2, the
“Transaction Statement”). This Transaction Statement is being filed with the Securities and Exchange
Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), jointly by the following persons (each, a “Filing Person”,
and collectively, the “Filing Persons”): (a) DryShips Inc., a corporation organized under the laws of
the Republic of the Marshall Islands (the “Company”), the issuer of common stock, par value $0.01 per
share (the “Company common stock”), (b) SPII Holdings Inc., a corporation organized under the laws of
the Republic of the Marshall Islands (“SPII”), (c) Sileo Acquisitions Inc., a corporation organized under
the laws of the Republic of the Marshall Islands and a wholly owned subsidiary of SPII (“Merger Sub”), and
(d) George Economou who is being added as a Filing Person to the Transaction Statement, including the Original Transaction
Statement, by virtue of this Amendment No. 2. Mr. Economou is included as part of the “Buyer Group” as defined in
the Proxy Statement of the Company, dated September 9, 2019, attached as Exhibit (a)-(1) to the Transaction Statement (the
“Proxy Statement”), and incorporated by reference herein. As such, all disclosure in the Proxy Statement with respect to the Buyer Group is also
made by Mr. Economou.
This Transaction Statement relates to the Agreement and Plan
of Merger (the “merger agreement”), by and among the Company, SPII and Merger Sub. Pursuant to the merger agreement,
Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation in the merger and a wholly
owned subsidiary of SPII (the “merger”).
All information contained in this Transaction Statement concerning
each Filing Person has been supplied by such Filing Person, and no other Filing Person takes responsibility for the accuracy of
such information as it relates to any other Filing Person.
Except as amended and supplemented in this Amendment No. 2,
the information set forth in the Original Transaction Statement remains unchanged.
|
ITEM 3
|
IDENTITY AND BACKGROUND OF FILING PERSON
|
|
(c)
|
Business and Background of Natural Persons. Item
3(c) of the Transaction Statement is hereby amended and restated in its entirety as follows: The information set forth in the
Proxy Statement under the following captions with respect to Mr. Economou is incorporated herein by reference:
|
|
|
·
|
“Additional Information Regarding the Company—Information
Regarding the Company’s Directors and Executive Officers”
|
|
|
·
|
“Additional Information Regarding the Buyer Group”
|
|
ITEM 7
|
PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
|
|
(c)
|
Reasons. Item 7(c) of the Transaction Statement is hereby amended and supplemented as follows: The information set forth
in the Proxy Statement under the following caption is incorporated herein by reference:
|
|
|
·
|
“Special Factors—Recommendation of the
Company Board”
|
EXHIBIT (A)-(1). PROXY STATEMENT
The following information
should be read in conjunction with the Proxy Statement, which should be read in its entirety. All page references in the information
below are to pages in the Proxy Statement, and all capitalized terms used below, unless otherwise defined, shall have the meanings
set forth in the Proxy Statement. Paragraph references used herein refer to the Proxy Statement before any additions or deletions
resulting from the following information. The Proxy Statement is hereby amended and supplemented as follows:
SUMMARY TERM
SHEET—Reasons for the Merger; The Special Committee’s Position as to the Fairness of the Merger to Public Shareholders; Recommendations
of the Special Committee; Recommendations of the Company Board—Reasons for the Merger; The Special Committee’s Position as to the Fairness of the Merger to Public Shareholders
The section under the caption “SUMMARY TERM SHEET—Reasons for the Merger; The Special Committee’s Position as to the Fairness of the Merger to Public Shareholders; Recommendations
of the Special Committee; Recommendations of the Company Board—Reasons
for the Merger; The Special Committee’s Position as to the Fairness of the Merger to Public Shareholders” on page
12 of the Proxy Statement is hereby amended as follows:
The following is hereby added as a new paragraph at the end
of the section:
“The Special Committee’s decision to
approve the merger at this time on behalf of the Company was also motivated by the fact that the Buyer Group was willing at
this time to enter into the merger agreement at the $5.25 per share price the Special Committee negotiated. Based on
discussions with the Buyer Group, it was the view of the Special Committee that there was a meaningful risk that, if it
failed to approve the proposed merger at this time, the Buyer Group was unlikely to agree to the proposed price or a higher
price in the future. The reasons for the Buyer Group’s decision to propose the merger at this time, are described under
“Special Factors-Buyer Group’s Purpose of and Reasons for the Merger; Position of the Buyer Group as to the
Fairness of the Merger to Public Shareholders” beginning on page 43.”
SUMMARY TERM SHEET—Reasons for the Merger; The Special Committee’s Position as to the Fairness of the Merger to Public Shareholders; Recommendations
of the Special Committee; Recommendations of the Company Board—Recommendation of the Company
Board
The section under the caption “SUMMARY TERM SHEET—Reasons for the Merger; The Special Committee’s Position as to the Fairness of the Merger to Public Shareholders; Recommendations
of the Special Committee; Recommendations of the Company Board—Recommendation
of the Company Board” beginning on page 13 of the Proxy Statement is hereby amended by adding the following as the second
to last sentence:
“In reaching its decision, the Company Board adopted
as its own the analyses performed by or on behalf of the Special Committee as well as conclusions reached by the Special Committee
regarding the merger agreement and the transactions contemplated thereby, including the merger, and the Company determined to
undertake the merger at this time based on the analyses, determinations and conclusions of the Special Committee and the Company
Board.”
SPECIAL FACTORS—Reasons for the Merger; The Special
Committee’s Position as to the Fairness of the Merger to Public Shareholders
The section under the caption “SPECIAL FACTORS—Reasons
for the Merger; The Special Committee’s Position as to the Fairness of the Merger to Public Shareholders” beginning
on page 28, and extending to page 31, of the Proxy Statement is hereby amended as follows:
The following is hereby added as a new paragraph immediately
prior to the last paragraph beginning on page 29:
“In addition, the Special Committee did not consider
the Company's net book value, which is an accounting concept based on historical costs (defined as total assets minus total liabilities
attributable to the shareholders of the Company), as a factor in reaching its determination and making its recommendation. The
Special Committee believes that net book value is not a relevant measure in determining the fairness of the merger agreement and
the transactions contemplated thereby, including the merger, because it is not a material indicator of the value of the Company
as a going concern but rather is indicative of historical costs and does not, for example, take into account the current or future
charter-free market value of the Company's vessels, quality of earnings, cash generation capability, the future prospects of the
Company, market conditions, trends in the drybulk, tanker and offshore support shipping industries in which the Company conducts
its business or the business risks inherent in competing with other shipping companies in the same industries.”
The last paragraph beginning on page 30 (which extends to Page
31) is amended by adding the following at the end of such paragraph:
“The Special Committee relied on the financial
analyses and opinion of Evercore regarding the fairness, from a financial point of view, to the public shareholders of the
merger consideration of $5.25 per share in cash, without interest, to be received by the holders of shares of Company
common stock in the merger (as more fully described in the section entitled ”Special Factors-Opinion of the
Financial Advisor to the Special Committee”) because the holders of shares of Company common stock that will
receive the merger consideration in the merger and the security holders that are unaffiliated with the Company are the same
group of security holders. The Buyer Group will not be receiving consideration in the merger and, to the knowledge of the
Company, no affiliate of the Company other than the Buyer Group holds shares of Company common stock.”
The following is hereby added as a new paragraph immediately
prior to the first full paragraph on page 31:
“The Special Committee’s decision to approve
the merger at this time on behalf of the Company was also motivated by the fact that the Buyer Group was willing at this time
to enter into the merger agreement at the $5.25 per share price the Special Committee negotiated. Based on discussions with
the Buyer Group, it was the view of the Special Committee that there was a meaningful risk that, if it failed to approve the
proposed merger at this time, the Buyer Group was unlikely to agree to the proposed
price or a higher price in the future. The reasons for the Buyer Group’s decision to propose the merger at this time,
are described under “Special Factors-Buyer Group’s Purpose of and Reasons for the Merger; Position of the
Buyer Group as to the Fairness of the Merger to Public Shareholders” beginning on page 43.”
SPECIAL FACTORS—Recommendation of the Company Board
The section under the caption “SPECIAL FACTORS—Recommendation
of the Company Board” beginning on page 31 of the Proxy Statement is hereby amended by adding the following as the second
to last sentence:
“In reaching its decision, the Company Board adopted as its
own the analyses performed by or on behalf of the Special Committee as well as conclusions reached by the Special Committee regarding
the merger agreement and the transactions contemplated thereby, including the merger, and the Company determined to undertake the merger at this time based on the analyses, determinations and conclusions of
the Special Committee and the Company Board.”
SPECIAL FACTORS—Financial Projections Prepared by
the Company
The section under the caption “SPECIAL FACTORS—Financial
Projections Prepared by the Company” beginning on page 31 and extending to page 33 of the Proxy Statement is hereby
amended as follows:
The paragraph on page 31 immediately after the heading “Financial Projections Prepared by the Company”
is hereby amended by adding the following after the last sentence:
“Set forth below are summaries of these five-year projections,
which were included in the Evercore presentation made to the Special Committee on August 18, 2019 and attached as Exhibit (c)-(6)
to the Schedule 13E-3 to which this proxy statement relates. See “Where You Can Find More Information” beginning on
page 85 for a description of how to obtain a copy of these documents.”
The paragraph preceding the table on page 33 immediately
after the heading “Financial Projections Regarding the Company” is hereby deleted in its entirety and
replaced with the following:
“Set forth below is a summary of the five-year
financial projections regarding the Company (excluding Heidmar) that the Special Committee considered in its consideration
and evaluation of the merger and that Evercore reviewed in connection with its financial analysis. The full five-year
financial projections regarding the Company (excluding Heidmar) were included in the Evercore presentation made to the
Special Committee on August 18, 2019, which presentation is attached as Exhibit(c)-(6) to the Schedule 13E-3 to which this
proxy statement relates. See “Where You Can Find More Information” beginning on page 85 for a description of how
to obtain a copy of these documents.”
The paragraph preceding the table on page 33 immediately
after the heading “Financial Projections Regarding Heidmar” is hereby deleted in its entirety and replaced
with the following:
“Set forth below is a summary of the five-year financial
projections regarding Heidmar (on a standalone basis) that the Special Committee considered in its consideration and evaluation
of the merger and that Evercore reviewed in connection with its financial analysis. The full five-year financial projections regarding
Heidmar (on a standalone basis) were included in the Evercore presentation made to the Special Committee on August 18, 2019, which
presentation is attached as Exhibit (c)-(6) to the Schedule 13E-3 to which this proxy statement relates. See “Where You
Can Find More Information” beginning on page 85 for a description of how to obtain a copy of these documents.”
SPECIAL FACTORS—Opinion of the Financial Advisor
to the Special Committee
The section under the caption “SPECIAL FACTORS—Opinion
of the Financial Advisor to the Special Committee” beginning on page 33 and extending to page 43 of the Proxy Statement
is hereby amended as follows:
The paragraph on page 36 immediately after the heading “Selected
Public Company Trading Analysis” is deleted in its entirety and replaced with the following:
“Evercore reviewed and compared certain financial information
of the Company to corresponding financial multiples and ratios for the following selected publicly traded companies in the tanker
and dry bulk shipping industries (the “selected companies”).”
The following is hereby added immediately after the first full
paragraph on page 37:
“The selected companies reviewed by Evercore were as
follows:
Tanker
|
Selected Company
|
|
EV/Adjusted
EBITDA – 2019E
|
|
EV/Adjusted
EBITDA – 2020E
|
|
Price/NAV
Per Share
|
|
DHT Holdings, Inc.
|
|
7.8x
|
|
4.4x
|
|
0.95x
|
|
Euronav NV
|
|
7.3x
|
|
5.2x
|
|
0.75x
|
|
Frontline Ltd.
|
|
9.1x
|
|
6.3x
|
|
1.20x
|
|
International Seaways, Inc.
|
|
7.4x
|
|
3.7x
|
|
0.63x
|
|
Nordic American Tankers Ltd.
|
|
5.8x
|
|
4.0x
|
|
0.70x
|
|
Teekay Tankers Ltd.
|
|
5.9x
|
|
4.2x
|
|
0.60x
|
|
Diamond S Shipping Inc.
|
|
7.1x
|
|
4.2x
|
|
0.57x
|
Drybulk
|
Selected Company
|
|
EV/Adjusted
EBITDA – 2019E
|
|
EV/Adjusted
EBITDA – 2020E
|
|
Price/NAV
Per Share
|
|
Diana Shipping Inc.
|
|
7.3x
|
|
7.3x
|
|
0.69x
|
|
Eagle Bulk Shipping Inc.
|
|
9.0x
|
|
5.4x
|
|
0.82x
|
|
Genco Shipping & Trading Limited
|
|
8.2x
|
|
4.3x
|
|
0.55x
|
|
Golden Ocean Group Limited
|
|
11.2x
|
|
7.8x
|
|
0.72x
|
|
Safe Bulkers, Inc.
|
|
6.9x
|
|
4.9x
|
|
0.99x
|
|
Scorpio Bulkers Inc.
|
|
13.9x
|
|
7.4x
|
|
0.62x
|
|
Star Bulk Carriers Corp.
|
|
9.7x
|
|
5.0x
|
|
0.75x
|
The paragraph on page 39 immediately after the heading “Other
Factors” is deleted in its entirety and replaced with the following:
“Evercore also noted certain other factors, which
were not considered material to its financial analyses with respect to its opinion, but were referenced for informational
purposes only, including, among other things, a Selected Transactions Analysis, the Last 52-Week Trading Range and a Premiums
Paid Analysis. Evercore did not consider the Selected Transactions Analysis material to its financial analyses with respect
to its opinion because, unlike a significant portion of the precedent transactions reviewed in connection with such analysis,
the merger does not constitute a sale of control of the Company. Evercore did not consider the Last 52-Week Trading Range and
the Premiums Paid Analysis material to its financial analyses with respect to its opinion because such analyses are market
reference points based on publicly available sources rather than a measure of value with respect to the Company.”
The paragraph on page 39 immediately after the heading “Selected
Transactions Analysis” is deleted in its entirety and replaced with the following:
“Evercore reviewed financial information related to
selected transactions involving target companies and/or vessel acquisitions in the dry bulk and tanker industries announced since
2006 (the “selected transactions”).”
The following is hereby added as a new paragraph immediately
after the first full paragraph on page 40:
“The selected transactions reviewed by Evercore were
as follows:
|
Month and Year Announced
|
|
Acquiror
|
|
Target
|
|
Target EV/
FY +1 EBITDA
|
|
Price/NAV
|
|
September 2006
|
|
Overseas Shipholding Group, Inc.
|
|
Maritrans Inc.
|
|
8.3x
|
|
1.02x
|
|
April 2007
|
|
Teekay Shipping Corporation and A/S Dampskibsselskabet TORM
|
|
OMI Corporation
|
|
10.1x
|
|
1.15x
|
|
October 2007
|
|
PT Berlian Laju Tanker
|
|
Chembulk Tankers LLC
|
|
6.3x
|
|
1.04x
|
|
January 2008
|
|
Excel Maritime Carriers Ltd.
|
|
Quintana Maritime Limited
|
|
9.2x
|
|
0.88x
|
|
March 2008
|
|
Marathon Acquisition Corp.
|
|
Global Ship Lease, Inc.
|
|
11.4x
|
|
0.72x
|
|
August 2008
|
|
General Maritime Corporation
|
|
Arlington Tankers
|
|
12.2x
|
|
0.80x
|
|
July 2010
|
|
Navios Maritime Acquisition Corporation
|
|
Asia Pacific Carriers
|
|
7.8x
|
|
1.10x
|
|
March 2011
|
|
Kirby Corporation
|
|
K-Sea Transportation Partners L.P.
|
|
9.0x
|
|
NA
|
|
May 2011
|
|
Capital Product Partners L.P.
|
|
Crude Carriers Corp.
|
|
13.1x
|
|
1.04x
|
|
May 2011
|
|
DHT Holdings, Inc.
|
|
Saga Tankers ASA
|
|
9.3x
|
|
0.93x
|
|
July 2011
|
|
DryShips Inc.
|
|
OceanFreight Inc.
|
|
9.2x
|
|
1.07x
|
|
June 2014
|
|
Star Bulk Carriers Corp.
|
|
Oceanbulk Container Carriers LLC
|
|
9.0x
|
|
0.95x
|
|
August 2014
|
|
Star Bulk Carriers Corp.
|
|
34 Excel Maritime Vessels
|
|
NA
|
|
1.00x
|
|
September 2014
|
|
DHT Holdings, Inc.
|
|
Samco Shipholding Pte. Ltd.
|
|
NA
|
|
1.14x
|
|
October 2014
|
|
Knightsbridge Shipping Ltd.
|
|
Golden Ocean Group Ltd.
|
|
9.3x
|
|
1.03x
|
|
February 2015
|
|
General Maritime Corp.
|
|
Navig8 Crude Tankers
|
|
7.9x
|
|
1.05x
|
|
July 2015
|
|
Frontline 2012 Ltd.
|
|
Frontline Ltd.
|
|
12.7x
|
|
1.27x
|
|
August 2015
|
|
Teekay Tankers Ltd.
|
|
Principal Maritime Tankers Vessels
|
|
NA
|
|
0.96x
|
|
March 2017
|
|
DHT Holdings, Inc.
|
|
BW Group Ltd. Vessels
|
|
NA
|
|
1.02x
|
|
May 2017
|
|
Scorpio Tankers Inc.
|
|
Navig8 Product Tankers Inc.
|
|
8.3x
|
|
1.05x
|
|
May 2017
|
|
Teekay Tankers Ltd.
|
|
Tanker Investments Ltd.
|
|
9.4x
|
|
1.13x
|
|
December 2017
|
|
Euronav NV
|
|
Gener8 Maritime
|
|
10.2x
|
|
0.87x
|
|
March 2018
|
|
Seaspan Corporation
|
|
Greater China Intermodal Investments
|
|
8.3x
|
|
0.92x
|
|
April 2018
|
|
Star Bulk Carriers Corp.
|
|
16 Augustea Atlantica SpA Vessels
|
|
7.9x
|
|
0.83x
|
|
May 2018
|
|
Star Bulk Carriers Corp.
|
|
18 Vessels
|
|
NA
|
|
0.95x
|
|
October 2018
|
|
Poseidon Containers Holdings LLC and K&T Marine LLC
|
|
Global Ship Lease, Inc.
|
|
5.1x
|
|
1.05x
|
|
November 2018
|
|
Diamond S Shipping Inc.
|
|
Capital Product Partners L.P.
|
|
7.6x
|
|
1.10x
|
|
May 2019
|
|
Star Bulk Carriers Corp.
|
|
11 Delphin Shipping LLC Vessels
|
|
8.0x
|
|
0.88x
|
The last two paragraphs on page 42 are hereby deleted in their
entirety and replaced with the following:
“Pursuant to the terms of Evercore’s engagement
letter with the Special Committee, the Company has agreed to pay Evercore a fee for its services in the amount of approximately
$2.0 million, of which $300,000 was paid as a retainer fee upon execution of Evercore’s engagement letter with the Company,
$1.2 million was paid upon delivery of Evercore’s opinion, and the remaining $500,000 of which will be payable contingent
upon the consummation of the merger. The Company has also agreed to reimburse Evercore for its expenses and to indemnify Evercore
against certain liabilities arising out of its engagement.
During the two-year period prior to the date hereof, Evercore
and its affiliates have not been engaged to provide financial advisory or other services to the Company, and Evercore has not received
any compensation from the Company during such period. In addition, during the two-year period prior to the date hereof, Evercore
and its affiliates have not been engaged to provide financial advisory or other services to SPII, and Evercore has not received
any compensation from SPII during such period. During the two-year period prior to the date hereof, Evercore and its affiliates
have provided financial advisory services to Ocean Rig UDW Inc., a company of which Mr. Economou may have been deemed to be a beneficial
owner of an approximately 10% equity interest and was an officer and Chairman of the Board, and Mr. Kandylidis was an officer and
director, and Danaos Corporation, a company of which Mr. Economou may be deemed a beneficial owner of an approximately 10% equity
interest and was a director. In connection with the provision of such financial advisory services to Ocean Rig UDW Inc. and Danaos
Corporation, Evercore received compensation of $7.7 million and $9.0 million, respectively. Evercore may provide financial advisory
or other services to the Company and to SPII and its affiliates in the future, and in connection with any such services Evercore
may receive compensation.”
SPECIAL FACTORS—Buyer Group's Purpose and Reasons
for the Merger; Position of Buyer Group as to the Fairness of the Merger to Public Shareholders
The section under the caption “SPECIAL FACTORS—Buyer
Group's Purpose and Reasons for the Merger; Position of Buyer Group as to the Fairness of the Merger to Public Shareholders”
beginning on page 43 and extending to page 48 of the Proxy Statement is hereby amended as follows:
The first paragraph under the heading “Buyer Group’s
Purpose of and Reasons for the Merger” on page 43 of the Proxy Statement is hereby deleted in its entirety and replaced
with the following:
“Under the SEC rules governing “going private”
transactions, the Buyer Group is engaging in a “going private” transaction and therefore is required to express their
purposes and reasons for the merger to the public shareholders. The Buyer Group is making the statements included in this section
solely for the purposes of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.”
The first paragraph under the heading “Buyer Group’s
Position as to Fairness of the Merger” on page 44 of the Proxy Statement is hereby deleted in its entirety and replaced
with the following:
“Under the SEC rules governing “going
private” transactions, the Buyer Group is engaging in a “going private” transaction and therefore is
required to express its beliefs as to the fairness of the merger to the Company's public shareholders. The Buyer Group is
making the statements included in this section solely for the purposes of complying with the requirements of Rule 13e-3 and
related rules under the Exchange Act. The Buyer Group's views as to fairness of the merger should not be construed as a
recommendation to any shareholder as to how such shareholder should vote on the proposal to approve the merger agreement. The
Buyer Group has interests in the merger that are different from, and in addition to, those of the Company's public
shareholders by virtue of their continuing interests in the surviving corporation after the consummation of the merger. See
“Special Factors—Interests of Certain Persons in the Merger” beginning on page 49 for additional
information.”
SPECIAL FACTORS—Interests of Certain Persons in
the Merger
The section under the caption “SPECIAL FACTORS—Interests
of Certain Persons in the Merger” beginning on page 49 of the Proxy Statement is hereby amended as follows:
The third sentence in the first paragraph is hereby amended
to delete the following text:
“, which are discussed in detail in the section entitled
“Special Factors—Interests of Certain Persons in the Merger,” beginning on page 49,”
The following is hereby added as a new paragraph immediately
below the first paragraph:
“The only directors and officers of the Company who own shares
of the Company common stock are members of the Buyer Group, who will not receive merger consideration in connection with the merger
agreement for any share of Company common stock that such persons own. Additionally, no incentive compensation of the directors
or officers of the Company will be accelerated as a result of the merger agreement or the transactions contemplated thereby, including
the merger.”
SIGNATURES
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.
Date: October 3, 2019
|
|
DRYSHIPS INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Dimitrios Dreliozis
|
|
|
|
|
Name: Dimitrios Dreliozis
|
|
|
|
|
Title: Vice President of Finance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SPII HOLDINGS INC.
|
|
|
|
|
|
|
|
|
By: MARE SERVICES LIMITED
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Dr. Renato Cefai
|
|
|
|
|
Name: Dr. Renato Cefai
|
|
|
|
|
Title: Director of Mare Services Limited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SILEO ACQUISITIONS INC.
|
|
|
|
|
|
|
|
|
By: MARE SERVICES LIMITED
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Dr. Renato Cefai
|
|
|
|
|
Name: Dr. Renato Cefai
|
|
|
|
|
Title: Director of Mare Services Limited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ George Economou
|
|
|
|
George Economou
|
|
Exhibit Index
|
(a)-(1)*
|
|
Proxy Statement of the Company, dated September 9, 2019
|
|
|
|
|
|
(a)-(2)*
|
|
Letter to the Shareholders of DryShips Inc., incorporated herein by reference to the proxy statement
|
|
|
|
|
|
(a)-(3)*
|
|
Notice of Special Meeting of Shareholders of DryShips
Inc., incorporated herein by reference to the proxy statement
|
|
|
|
|
|
(a)-(4)*
|
|
Form of Proxy Card
|
|
|
|
|
|
(a)-(5)
|
|
Press Release issued by the Company, dated September 9, 2019, incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 6-K, furnished September 9, 2019
|
|
|
|
|
|
(a)-(6)
|
|
Press Release issued by the Company, dated September 17, 2019, incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 6-K, furnished September 17, 2019
|
|
|
|
|
|
(c)-(1)*
|
|
Opinion of Evercore Group L.L.C., dated August 18, 2019, incorporated herein by reference to Annex B to the proxy statement
|
|
|
|
|
|
(c)-(2)*
|
|
Presentation materials prepared by Evercore Group L.L.C., dated July 24, 2019, for the Special Committee
|
|
|
|
|
|
(c)-(3)*
|
|
Presentation materials prepared by Evercore Group L.L.C., dated July 30, 2019, for the Special Committee
|
|
|
|
|
|
(c)-(4)*
|
|
Presentation materials prepared by Evercore Group L.L.C., dated August 6, 2019, for the Special Committee
|
|
|
|
|
|
(c)-(5)*
|
|
Presentation materials prepared by Evercore Group L.L.C., dated August 8, 2019, for the Special Committee
|
|
|
|
|
|
(c)-(6)*
|
|
Presentation materials prepared by Evercore Group L.L.C., dated August 18, 2019, for the Special Committee
|
|
|
|
|
|
(d)-(1)*
|
|
Agreement and Plan of Merger, dated as of August 18, 2019, by and among the Company, SPII, and Merger Sub, incorporated herein by reference to Annex A to the proxy statement
|
|
|
*
|
Previously filed on September 9, 2019.
|
DryShips (NASDAQ:DRYS)
Historical Stock Chart
From Mar 2024 to Apr 2024
DryShips (NASDAQ:DRYS)
Historical Stock Chart
From Apr 2023 to Apr 2024
