Performance Shipping Inc. (NASDAQ: PSHG), (“
we” or
the “
Company”), a global shipping company
specializing in the ownership of tanker vessels, announced that it
has filed today with the Securities and Exchange Commission (the
“
SEC”) an Amendment No. 2 to the
Solicitation/Recommendation Statement on Schedule 14D-9 filed by
the Company with the SEC on October 25, 2023, as amended by
Amendment No. 1 thereto filed by the Company with the SEC on
November 6, 2023 (together, the “
Schedule 14D-9”),
in connection with the cash tender offer (the
“
Offer”) commenced by Sphinx Investment Corp. (the
“
Offeror”), to purchase from the shareholders of
the Company all outstanding shares of the Company’s common shares,
par value $0.01 per share (the “
Common Shares”),
and the associated preferred stock purchase rights (the
“
Rights” and, together with the Common Shares, the
“
Shares”), at a price of $3.00 per Share in cash,
upon the terms and subject to the conditions set forth in the
Amended and Restated Offer to Purchase, dated October 30, 2023 (the
“
Offer to Purchase”), as set forth in the
Offeror’s Tender Offer Statement on Schedule TO filed with the SEC
on October 11, 2023, as amended by Amendment No. 1 and Amendment
No. 2 thereto filed by the Offeror with the SEC on October 30, 2023
(together, the “
Schedule TO”). Pursuant to the
Offer to Purchase, unless the Offer is extended by the Offeror, the
Offer and withdrawal rights thereunder will expire at 11:59 p.m.,
New York City Time, on November 15, 2023.
As previously announced, the Company’s Board of
Directors (the “Board”) appointed a Special
Committee of independent and disinterested directors of the Board
(the “Special Committee”) to review, evaluate and
make recommendations on behalf of the Company to the shareholders
of the Company with respect to the Offer, and the Special Committee
unanimously determined, for the reasons discussed in the Schedule
14D-9, that the Offer is not in the best interests of the Company
or its shareholders and recommended on behalf of the Company that
the Company’s shareholders reject the offer and not tender any
Shares pursuant to the Offer.
The Company’s Schedule 14D-9 and the Offeror’s
Schedule TO may be obtained at no charge at the website maintained
by the SEC at www.sec.gov. The Company urges each shareholder to
review the Schedule 14D-9 as well as the Offer materials included
in the Offeror’s Schedule TO to make its own decision regarding the
Offer based on the available information.
Additional Information
This press release does not constitute an offer
to purchase or solicitation of an offer to sell any Shares or other
securities. The Company has filed a solicitation/recommendation
statement on Schedule 14D-9, as amended, with the SEC and the
Offeror has filed its Offer materials on Schedule TO, as amended,
with the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO, THE SCHEDULE TO, INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND ANY OTHER RELEVANT
DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. These
documents may be obtained free of charge from the SEC through its
website maintained at www.sec.gov.
About the Company
Performance Shipping Inc. is a global provider
of shipping transportation services through its ownership of tanker
vessels. The Company employs its fleet on spot voyages, through
pool arrangements and on time charters.
Cautionary Statement Regarding
Forward-Looking Statements
Matters discussed in this press release may
constitute forward-looking statements. The Private Securities
Litigation Reform Act of 1995 provides safe harbor protections for
forward-looking statements in order to encourage companies to
provide prospective information about their business.
Forward-looking statements include, but are not limited to,
statements concerning plans, objectives, goals, strategies, future
events or performance, including the Special Committee’s
recommendation, and underlying assumptions and other statements,
which are other than statements of historical facts. The words
“believe,” “anticipate,” “intends,” “estimate,” “forecast,”
“project,” “plan,” “potential,” “will,” “may,” “should,” “expect,”
“targets,” “likely,” “would,” “could,” “seeks,” “continue,”
“possible,” “might,” “pending” and similar expressions, terms or
phrases may identify forward-looking statements.
The forward-looking statements in this press
release are based upon various assumptions, many of which are
based, in turn, upon further assumptions, including, without
limitation, our management’s examination of historical operating
trends, data contained in our records and other data available from
third parties. Although we believe that these assumptions were
reasonable when made, because these assumptions are inherently
subject to significant uncertainties and contingencies which are
difficult or impossible to predict and are beyond our control, we
cannot assure you that we will achieve or accomplish these
expectations, beliefs, or projections.
In addition to these important factors, other
important factors that, in our view, could cause actual results to
differ materially from those discussed in the forward-looking
statements include, but are not limited to: the strength of world
economies, fluctuations in currencies and interest rates, general
market conditions, including fluctuations in charter rates and
vessel values, changes in demand in the tanker shipping industry,
changes in the supply of vessels, changes in worldwide oil
production and consumption and storage, changes in our operating
expenses, including bunker prices, crew costs, drydocking and
insurance costs, our future operating or financial results,
availability of financing and refinancing including with respect to
vessels we agree to acquire, changes in governmental rules and
regulations or actions taken by regulatory authorities, potential
liability from pending or future litigation, general domestic and
international political conditions, the length and severity of
epidemics and pandemics, including COVID-19, and their impact on
the demand for seaborne transportation of petroleum and other types
of products, changes in governmental rules and regulations or
actions taken by regulatory authorities, general domestic and
international political conditions or events, including “trade
wars”, armed conflicts including the war in Ukraine and the war
between Israel and Hamas, the imposition of new international
sanctions, acts by terrorists or acts of piracy on ocean-going
vessels, potential disruption of shipping routes due to accidents,
labor disputes or political events, vessel breakdowns and instances
of off-hires and other important factors. Please see our filings
with the US Securities and Exchange Commission for a more complete
discussion of these and other risks and uncertainties.
Corporate Contact:
Andreas Michalopoulos
Chief Executive Officer, Director and Secretary
Telephone: +30-216-600-2400
Email: amichalopoulos@pshipping.com
Website: www.pshipping.com
Investor and Media Relations:
Edward Nebb
Comm-Counsellors, LLC
Telephone: + 1-203-972-8350
Email: enebb@optonline.net
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