International Seaways and Diamond S Shipping Announce Expiration of HSR Waiting Period
May 26 2021 - 4:30PM
Business Wire
International Seaways, Inc. (NYSE: INSW) (“INSW”) and Diamond S
Shipping Inc. (NYSE: DSSI) (“Diamond S”) announced today that the
required waiting period has expired under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 (“HSR Act”) in connection with
the proposed stock-for-stock merger transaction between INSW and
Diamond S (the “Merger”). The expiration of the waiting period
under the HSR Act satisfies one of the conditions to the closing of
the Merger. The Merger, which is expected to close in the third
quarter of 2021, remains subject to the approval of the
shareholders of INSW and Diamond S and other customary closing
conditions.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20210526006086/en/
Forward-Looking Statements
This release contains forward-looking statements. In addition,
INSW or Diamond S may make or approve certain statements in future
filings with the Securities and Exchange Commission (SEC), in press
releases, or in oral or written presentations by their
representatives. All statements other than statements of historical
facts should be considered forward-looking statements. These
matters or statements may relate to the timing and likelihood of
the completion of the proposed transaction or any anticipated
synergies or other benefits therefrom, the accounting or tax
treatments of the proposed transaction, customer reactions to the
proposed transaction, any plans to issue dividends, the parties’
prospects, including statements regarding vessel acquisitions,
trends in the tanker markets, and possibilities of strategic
alliances and investments. Forward-looking statements are based on
the INSW’s and Diamond S’ current plans, estimates and projections,
and are subject to change based on a number of factors. Investors
should carefully consider the risk factors outlined in more detail
in the Annual Report on Form 10-K for 2020 for INSW and Diamond S,
INSW’s and Diamond S’ Quarterly Report on Form 10-Q for the quarter
ended March 31, 2021, INSW’s Registration Statement on Form S-4
dated May 5, 2021 and in similar sections of other filings made by
INSW and Diamond S with the SEC from time to time. Neither INSW nor
Diamond S assume any obligation to update or revise any
forward-looking statements. Forward-looking statements and written
and oral forward-looking statements attributable to INSW, Diamond S
or their respective representatives after the date of this release
are qualified in their entirety by the cautionary statements
contained in this paragraph and in other reports previously or
hereafter filed by INSW or Diamond S with the SEC.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed transaction between INSW and Diamond S. In
connection with the proposed transaction, INSW has filed with the
U.S. Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4 that includes a preliminary joint proxy
statement of INSW and Diamond S that also constitutes a prospectus
of INSW. INSW and Diamond S may also file other documents with the
SEC regarding the proposed transaction. This communication is not a
substitute for the joint proxy statement/prospectus, Form S-4 or
any other document which INSW or Diamond S may file with the SEC.
Investors and security holders of INSW and Diamond S are urged to
read the joint proxy statement/prospectus, Form S-4 and all other
relevant documents filed or to be filed with the SEC carefully when
they become available because they will contain important
information about INSW, Diamond S, the transaction and related
matters. Investors are able to obtain free copies of the joint
proxy statement/prospectus and Form S-4 (when available) and other
documents filed with the SEC by INSW and Diamond S through the
website maintained by the SEC at www.sec.gov. Copies of documents
filed with the SEC by INSW will be made available free of charge on
INSW’s investor relations website at
https://www.intlseas.com/investor-relations. Copies of documents
filed with the SEC by Diamond S will be made available free of
charge on Diamond S’ investor relations website at
https://diamondsshipping.com/investor-relations.
No Offer or Solicitation
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote or approval in any jurisdiction, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
Participants in the Solicitation
INSW, Diamond S and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the holders of INSW and Diamond S
securities in connection with the contemplated transaction.
Information regarding these directors and executive officers and a
description of their direct and indirect interests, by security
holdings or otherwise, is included in the Form S-4 and preliminary
joint proxy statement/prospectus regarding the proposed transaction
and other relevant materials to be filed with the SEC by INSW and
Diamond S. These documents will be available free of charge from
the sources indicated above.
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version on businesswire.com: https://www.businesswire.com/news/home/20210526006086/en/
Investor Relations & Media Contact: David Siever,
International Seaways, Inc. (212) 578-1635 dsiever@intlseas.com
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