DryShips has acquired 3,000,856 shares of OceanFreight Inc. The shares were acquired from entities controlled by 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) USD11.25 in cash and (y) 0.52326 shares of common stock of Ocean Rig UDW Inc, par value of USD0.01 per share, with cash paid in lieu of fractional shares. The total consideration paid for those shares was USD33,759,671.08 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 USD11.25 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 Anthony Kandylidis. The merger is expected to close in the fourth quarter of 2011.
