DryShips Inc.announced that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) with SPII Holdings Inc. a company controlled by the Company’s Chairman and Chief Executive Officer, George Economou, under which SPII will acquire the outstanding shares of the Company that it does not already own for $5.25 per share in cash, without interest.

The $5.25 per share price represents a premium of approximately 66% over the Company’s $3.16 closing stock price on June 12, 2019, the last trading day before the Company’s announcement of SPII’s initial offer to acquire all shares of the Company common stock not owned by SPII (the “Initial Offer”), The $5.25 per share price reflects an increase of approximately 31% over the purchase price of $4.00 per share proposed in the Initial Offer.

As previously disclosed, the Company’s Board of Directors formed a Special Committee of independent directors to consider the Initial Offer. The Company’s Board of Directors, acting on the unanimous recommendation of the Special Committee, approved the Merger Agreement.

The Special Committee, with the assistance of its independent financial and legal advisors, exclusively negotiated the terms of the Merger Agreement with SPII. The merger is subject to approval by the Company’s stockholders at a special meeting of the Company’s stockholders to be held in due course, as well as other customary closing conditions.

The merger is not subject to a financing condition. The merger is expected to close in the fourth quarter of 2019.

d’Amico International Shipping S.A., an international marine transportation company operating in the product tanker market, announces that GLENDA International Shipping d.a.c., a joint venture company with the Glencore Group, in which d’Amico Tankers d.a.c. (Ireland)  holds a 50% participation, signed a memorandum of agreement for the sale of MT GLENDA Megan, a 47,147 dwt MR product tanker vessel, built in 2009 by Hyundai Mipo, South Korea, for a consideration of US$ 19.0 million.

This transaction allows GLENDA International Shipping to generate around US$ 8.1 million in cash, net of commissions and the reimbursement of the Vessel’s existing loan.

DIS’ fleet comprises 49.5 double-hulled product tankers (MR, Handysize and LR1, of which 23 owned, 17.5 chartered-in and 9 bareboat chartered-in. DIS has also 1 vessel in commercial management) with an average age of about 6.4 years for its owned and bareboat chartered-in vessels. Currently, d’Amico Tankers has also a shipbuilding contract with Hyundai Mipo Dockyard Co. Ltd., for the construction of an LR1 (Long Range) product tanker expected to be delivered in Q3 2019.

Paolo d’Amico, Chairman and Chief Executive Officer of d’Amico International Shipping, stated:
“I am pleased to announce that GLENDA International Shipping, our 50/50 JV with the Glencore Group, will sell one of its six vessels, generating a positive net cash effect of about US$ 8.1 million for this Company. The sale of this 2009-built ship is coherent with DIS’ long-term strategy of operating a very young, and flexible fleet, which is also efficient and environmentally friendly. Following this transaction eco vessels on the water or on order represent 65% of our owned and bareboat fleet, positioning us favorably to benefit from the upcoming market recovery, driven also by the IMO 2020 effects. In addition, this transaction will strengthen our balance sheet and liquidity position.”

DSV expects to settle the previously announced public exchange offer for all publicly held shares of Panalpina. Settlement will be carried out during the course of today in accordance with Swiss market practices.

With the settlement, the previously announced board changes in Panalpina will come into effect: Kurt Kokhauge Larsen will be Chairman, and Jens Bjørn Andersen, Jens H. Lund and Thomas Stig Plenborg will be members of the Panalpina board, giving DSV full control over Panalpina.

CEO Jens Bjørn Andersen comments:

“We are very excited to welcome Panalpina’s customers, employees and shareholders to DSV. Our two companies will achieve more together, creating even more value for all our stakeholders. The settlement of the deal marks the beginning of the integration process, during which we will strive to provide the high level of service our customers know and rely on”.

DSV Panalpina emerges

Panalpina is among the globally leading providers of supply chain solutions with approximately 14,500 employees in 70 countries. The combination with DSV creates one of the world’s largest transport and logistics companies with a pro forma revenue of approximately DKK 118 billion and a workforce of 60,000 employees in 90 countries.

Pending the approval at an extraordinary general meeting, DSV A/S will change its registered name to “DSV Panalpina A/S”. As the integration progresses, all subsidiaries and operational activities, however, will be united under the DSV name and brand.

Integration kick-off

Today marks the kick-off for the integration process, starting with the intended appointment of CEO Jens Bjørn Andersen and CFO Jens H. Lund to Panalpina’s new Executive Board. Appointment of a new Executive Management Team is likely to occur within the next week. The integration will then move in to the regions and countries as well as global and HQ functions.

The entire integration period is expected to take 2-3 years, with most of the operational integration being completed within two years.

Maintaining a high level of service towards customers

DSV and Panalpina alike strive to provide a seamless customer experience across all geographies and in key industry verticals. This will not change going forward, and already strong customer relationships will benefit from increased vertical expertise, improved services and operational excellence.

As we move forward with the integration, it is our firm intention that our customers continue to experience an uninterrupted, high level of service.

Transaction specifics

Excluding the impact from IFRS 16, the Enterprise Value of the transaction is approximately CHF 5.1 billion corresponding to DKK 35.1 billion. Including IFRS 16 impact, the enterprise value is approximately CHF 5.4 billion corresponding to DKK 37.0 billion.

DSV expects to achieve annual cost synergies of around DKK 2,200 million. The cost synergies are expected to have full-year effect by 2022 and will primarily be derived from the consolidation of operations, logistics facilities, administration and IT infrastructure.

The transaction is expected to be EPS accretive (diluted and adjusted) by 2021. For full-year 2022, DSV expects that the operating margin of the combined entity will be lifted towards the DSV Group’s current level. Long-term financial targets will be communicated during 2020.

An update, including expected timing of synergies, integration costs and outlook for 2019, will be communicated in connection with the release of DSV’s Q3-2019 interim financial report – on 1 November 2019.