surfer44
2 월 전
Performance Shipping Inc. Highlights Company’s Platform for Growth and Shareholder Value Creation
November 19 2024 - 9:29AM
Performance Shipping Inc. (NASDAQ: PSHG) (“we” or the “Company”), a global shipping company specializing in the ownership of tanker vessels, today announced that it has mailed proxy materials to shareholders in connection with its upcoming 2024 Annual General Meeting of Shareholders (the “Annual Meeting”), scheduled to be held on December 17, 2024. Shareholders of record as of the close of business on November 8, 2024, are entitled to vote at the Annual Meeting.
The Company also mailed a letter to shareholders highlighting the Company’s growth strategy and the commitment of its highly-qualified Board of Directors to create value for all shareholders.
Highlights from the letter include:
The Company’s foundation for continued growth and value creation built on its unique pure-play Aframax tanker fleet, its simplified and transparent ownership structure and its significant management expertise.
Performance’s execution of its focused strategy includes growing its fleet, leveraging strong relationships to secure commercial deployments at attractive rates, increasing sustainability and maintaining a strong financial position.
The Company’s highly qualified and actively engaged board, the majority of whom are independent, is committed to acting in the best interests of the Company and all shareholders.
The Board’s recommendation that shareholders reject George Economou’s goal of taking over the Company.
The Board of Directors unanimously recommends that shareholders vote on the WHITE proxy card “FOR” Performance Shipping’s nominees and “AGAINST” the proposals made by Economou.
The full text of the letter follows:
Dear Performance Shipping Shareholders,
We are reaching out to you directly because we want your vote “FOR” our director nominee at our upcoming Annual Meeting of Shareholders.
This is an important time for Performance Shipping. The actions we have taken to reposition our pure-play tanker fleet and our commercial deployment strategy are working. We are capitalizing on opportunities in a solid market environment and are generating strong cash flows, increased revenues and profitability for the Company.
Our strong commercial relationships and our ability to redeploy our vessels at attractive charter rates have us poised to continue our strong performance in the near term. In addition, our strong balance sheet, newbuild program and close relationships with international shipping leaders have Performance well-positioned for long-term shareholder value creation.
This year, George Economou launched a multi-pronged campaign to take over the Company. Economou is a competitor to Performance with a widely-known record of poor corporate governance, self-dealing and shareholder value destruction at companies he has controlled. As part of his takeover efforts, he is pursuing a proxy fight in connection with our Annual Meeting that – if successful – could ultimately give him effective control of Performance.
We believe Performance has significant upside potential. Don’t let Economou take it from you. Our shareholders can participate in Performance’s value creation by voting FOR our director nominee and against Economou’s proposals on the WHITE proxy card.
Building A Platform for Growth and Value Creation
Over the last several years, our Board and management team have taken deliberate steps to differentiate Performance and position the business to capture opportunities in a volatile market. Today, the Company has a solid foundation for continued growth and value creation built on:
A Unique Pure-Play Tanker Fleet: Since 2020, we have been the only publicly listed pure-play Aframax tanker fleet. Our versatile fleet of seven mid-point age and well-maintained vessels allows us to offer charterers commercially attractive features, including high cargo-carrying capacity and competitive fuel efficiency. We are capitalizing on the tanker market’s recovery while maintaining strong operational trading flexibility among crude oil segments.
A Simplified and Transparent Corporate Structure: We own, directly or indirectly, every vessel in our fleet. We perform all commercial and technical management in-house through Unitized Ocean Transport Limited (UOT), our wholly-owned subsidiary that allows us to maintain highly efficient operations with low vessel operating expenses. This streamlined structure has supported our reputation as a cost-efficient and reliable operator, which is further reinforced by the strength of our teams and the quality and maintenance standards of our fleet.
Significant Management Expertise: We have refreshed our senior management team with highly qualified leaders who bring extensive public company and vessel operations experience. Our executive, commercial and technical management teams draw on established relationships with charterers and other industry participants, which bolster our position as a sought-after business partner and provide access to attractive acquisition opportunities.
Leveraging these strengths, we are executing a focused strategy that is delivering results:
Growing our Fleet of Modern, High Specification Tanker Vessels: We are committed to opportunistically expanding and renewing our fleet over time to increase our market presence and enhance our value proposition to charterers and other customers.
Leveraging Strong Relationships to Secure Commercial Deployments at Attractive Rates: We have a diverse customer base across both western and eastern geographical basins. Our fleet operates primarily under time charter contracts and through pool arrangements that enhance our spot market exposure and enable us to achieve economies of scale and obtain increased cargo, better flow of information and greater vessel utilization.
Increasing Sustainability: We take seriously our role as responsible corporate citizens and are dedicated to continuous improvement as we execute and expand our sustainability initiatives. These efforts include strategies to reduce greenhouse gas emissions, enhance energy efficiency, and responsibly manage resources. We operate in compliance with international environmental regulations and will continue to seek opportunities to further integrate sustainability across our operations.
Maintaining a Strong Financial Position: We are prudent in our approach to capital allocation, including investing in our fleet and reducing our debt. We maintain a net loan to value ratio of approximately -6% and when necessary, we support our disciplined growth strategy by raising capital on the equity markets. Additionally, we maintain cash reserves for fleet replacement and maintenance, and have a secured revenue backlog of $216 million as of the beginning of the fourth quarter 2024. Our low debt levels, strong operating efficiency and cost management enable us to maintain a low daily cash break-even rate of $16,039, positioning us for profitability even when our markets fluctuate. This financial stability allows for potential growth opportunities and reflects our robust strategic planning.
Looking ahead, we have a strong pipeline and anticipate that we will be able to redeploy our vessels at attractive charter rates during the usually strong fall and winter seasons.
In short, we have built a strong foundation and our strategy is working. A vote on the WHITE proxy card FOR our nominee and against Economou’s proposals is a vote for us to continue our momentum.
Vote FOR our Highly Qualified Board Today
Our Board of Directors comprises five highly qualified and actively engaged directors, the majority of whom are independent. Our directors bring shipping, finance and business experience that is relevant to Performance and instrumental in guiding the Company’s strategy forward.
In light of our size and to ensure shareholders have the opportunity to realize the full upside potential of their investments in our Company, we established our corporate structure with a classified Board in part to protect against investors – such as Economou – whose interests may not align with those of our shareholders and who may take opportunistic, abusive, and self-interested actions which could harm our shareholders.
This year, Aliki Paliou, the current Chairperson of Performance Shipping’s Board, stands for re-election. Notably, Paliou is our largest shareholder, which serves to align her interests with those of all shareholders and promotes strategic continuity. She brings nearly a decade of experience serving on Boards and management teams of companies in the shipping industry, and her oversight of the Company’s execution has been instrumental in helping shape Performance Shipping’s strategic direction.
Our Board and management team regularly review our governance structure, strategic plans, performance and capital allocation priorities to ensure the Company is well-positioned to capture market opportunities and create shareholder value.
Protect Your Investment: Reject Economou’s Takeover Campaign
While we believe the actions we are taking will create substantial value for our shareholders, we are concerned about the actions of George Economou and the risk that his takeover campaign poses for Performance shareholders.
For context, Economou has a long and well-documented record of poor corporate governance and self-dealing at companies he has controlled, all to his benefit and at the expense of all other shareholders. There are many examples to point to, but the most relevant given his nominee at Performance are DryShips and Ocean Rig. Economou took controlling positions at these companiesi and installed hand-picked directors who helped him execute related-party transactions with Economou-controlled affiliatesii, conduct dilutive equity offerings that destroyed shareholder valueiii and got him paid lucrative management fees.iv
In addition, Economou’s campaign at Performance is one of several situations where he has pursued coercive tactics against a company in our industry. At Gencov and Seanergyvi he launched unsuccessful proxy fights to gain board seats and at OceanPal he received a $6.75 million “greenmail” payment that was equal to a substantial portion of the company’s market capitalization.vii While each situation was unique, the story was the same: Economou tried to take control or influence the company for his own benefit.
At Performance, we believe that Economou is seeking to take control so he can realize the Company’s upside potential at the expense of all other shareholders. Here are the key things you should know about Economou’s takeover objectives at Performance:
The proxy fight is one of several tactics he is using in his takeover campaign, which includes a tender offer and multiple rounds of litigation against the Company. Our Board established a committee of independent directors who evaluated the tender offer and determined that it undervalues the Company and is not in the best interest of all shareholders. The Company is also defending against Economou’s litigation, which is intended to dismantle our capital structure. Economou’s first attempt at litigation was thrown out of court in New York, and we are now litigating in the Marshall Islands. We intend to address the ongoing litigation appropriately.
Economou’s nominee has limited expertise and experience in our industry and as a public company director, all of which is inextricably tied to Economou and carries a record of shareholder value destruction. Economou has nominated John Liveris to serve on our Board. Our Board formed a Special Committee of independent directors to review and consider nominations for our upcoming annual meeting, including Economou’s nominee, which determined that Liveris brings no discernable skills or capabilities that would be additive to the Board’s already strong existing balance of attributes and experience.
Liveris served on the Boards of Ocean Rig and Ocean Freight, where he and Economou presided over the destruction of significant shareholder value during their tenures, in part by approving numerous related-party transactions that enriched Economou at the expense of those companies and their other shareholders. Liveris was on the Board when Ocean Rig ultimately filed for bankruptcyviii, which resulted in total value destruction for all public shareholders, while Economou walked away with equity in the reorganized companyix and a lucrative agreement that paid millions of dollars in annual fees to an Economou-controlled entity.x
Implementing Economou’s non-binding advisory proposals and electing Economou’s nominee would give Economou effective control of the Board and the Company. Despite seeking effective control of the Company, Economou has not provided any actionable suggestions to create value for Performance Shipping shareholders.
Our Board recommends shareholders reject Economou’s nominee and advisory proposals, which if elected and implemented, respectively, would result in replacing the entire Board with Liveris and his appointees.
The Special Committee strongly urges Performance shareholders to reject Economou’s takeover objectives by voting FOR Performance’s nominee and against Economou’s proposals on the WHITE proxy card.
Realize the Potential of your Performance Investment by Voting “FOR” Performance’s Nominee Today
We are optimistic about the future of Performance Shipping. The actions our Board and management team have taken over the last several years have us performing well and delivering solid results in today’s market. We are confident we are poised for continued value creation building on our:
Modern and growing fleet of tankers that provides flexibility across crude oil segments;
Established commercial relationships with global top-tier charterers;
Strategic approach to deployment across short- to medium- term charters and pool arrangements;
Strong financial position and our prudent approach to capital allocation;
Experience and talent of our management team and the commercial and technical capabilities of our leadership and crews; and our
Highly qualified, active and engaged Board of Directors.
We are also confident that our shareholders will benefit as we build on that foundation and execute our clear strategic plans. Your vote “FOR” Performance Shipping will ensure we remain on this path to success.
Thank you for your support.
Sincerely,
The Special Committee of the Board of Directors
Your Vote is Important
We urge you to vote “FOR” Performance Shipping’s highly qualified director nominee, Aliki Paliou, and “AGAINST” Economou’s proposals on the WHITE proxy card TODAY.
Please follow the instructions on your proxy card or voting instruction form and vote by 11:59 PM Eastern Time on December 16, 2024.
If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, Mackenzie Partners, at
North America Toll-Free: 1-800-322-2885 or
Outside North America: 800-000-0260
or by email at PHSG@mackenziepartners.com.
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.
surfer44
4 월 전
“On September 17, 2024, the Offeror announced that it has extended the Expiration Date and Time to 11:59 p.m., New York City time, on February 18, 2025. The Offer was previously scheduled to expire at 11:59 p.m., New York City time, on September 17, 2024. The Tender Offer Agent has advised the Offeror that as of 5:00 p.m., New York City time, on September 16, 2024, the last full trading day prior to the announcement of the extension of the Offer, 1,719,753 Shares had been validly tendered into the Offer and not validly withdrawn. The press release announcing the extension of the Offer is attached hereto as Exhibit (a)(1)(S) and is incorporated herein by reference.”
Form SC TO-T/A - Tender offer statement by Third Party: [Amend]
September 17 2024 - 11:42AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 8)
Performance Shipping Inc.
(Name of Subject Company (Issuer))
Sphinx Investment Corp.
(Offeror)
Maryport Navigation Corp.
(Parent of Offeror)
George Economou
(Affiliate of Offeror)
(Names of Filing Persons)
Common shares, $0.01 par value
(including the associated Preferred stock purchase rights)
(Title of Class of Securities)
Y67305154
(CUSIP Number of Class of Securities)
Kleanthis Spathias
c/o Levante Services Limited
Leoforos Evagorou 31, 2nd Floor, Office 21
1066 Nicosia, Cyprus
+35 722 010610
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
With a copy to:
Richard M. Brand
Kiran S. Kadekar
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
(212) 504-6000
¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
x third-party tender offer subject to Rule 14d-1.
¨ issuer tender offer subject to Rule 13e-4.
¨ going-private transaction subject to Rule 13e-3.
x amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
As permitted by General Instruction G to Schedule TO, this Schedule TO is also Amendment No. 13 to the Schedule 13D filed by Sphinx Investment Corp. (the “Offeror”), Maryport Navigation Corp. and Mr. George Economou on August 25, 2023 (and amended on August 31, 2023, September 5, 2023 and September 15, 2023, further amended twice on each of October 11, 2023 and October 30, 2023, and further amended on November 15, 2023, December 5, 2023, March 26, 2024, June 27, 2024 and August 15, 2024) in respect of the Common Shares of the Company.
CUSIP No. Y67305154
1.
Names of Reporting Persons
Sphinx Investment Corp.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x
3. SEC Use Only
4.
Source of Funds (See Instructions)
WC
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.
Citizenship or Place of Organization
Republic of the Marshall Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
1,033,859*
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
1,033,859*
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,033,859*
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.
Percent of Class Represented by Amount in Row (11)
8.3%**
14.
Type of Reporting Person (See Instructions)
CO
* All reported Common Shares are held by Sphinx Investment Corp. Sphinx Investment Corp. is a wholly-owned subsidiary of Maryport Navigation Corp., which is a Liberian company controlled by Mr. Economou.
** Based on the 12,432,158 Common Shares stated by the Issuer as being outstanding as at July 24, 2024 in Exhibit 99.2 to Form 6-K filed with the United States Securities and Exchange Commission (the “SEC”) on July 25, 2024 (the “Form 6-K”).
CUSIP No. Y67305154
1.
Names of Reporting Persons
Maryport Navigation Corp.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x
3. SEC Use Only
4.
Source of Funds (See Instructions)
AF
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.
Citizenship or Place of Organization
Liberia
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
1,033,859*
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
1,033,859*
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,033,859*
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.
Percent of Class Represented by Amount in Row (11)
8.3%**
14.
Type of Reporting Person (See Instructions)
CO
* All reported Common Shares are held by Sphinx Investment Corp. Sphinx Investment Corp. is a wholly-owned subsidiary of Maryport Navigation Corp., which is a Liberian company controlled by Mr. Economou.
** Based on the 12,432,158 Common Shares stated by the Issuer as being outstanding as at July 24, 2024 in its Form 6-K.
CUSIP No. Y67305154
1.
Names of Reporting Persons
George Economou
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) x
3. SEC Use Only
4.
Source of Funds (See Instructions)
AF
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.
Citizenship or Place of Organization
Greece
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
1,033,859*
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
1,033,859*
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,033,859*
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.
Percent of Class Represented by Amount in Row (11)
8.3%**
14.
Type of Reporting Person (See Instructions)
IN
* All reported Common Shares are held by Sphinx Investment Corp. Sphinx Investment Corp. is a wholly-owned subsidiary of Maryport Navigation Corp., which is a Liberian company controlled by Mr. Economou.
** Based on the 12,432,158 Common Shares stated by the Issuer as being outstanding as at July 24, 2024 in its Form 6-K.
This Amendment No. 8 (this “Amendment No. 8”) is filed by the Offeror (as defined below), Maryport (as defined below) and Mr. George Economou and amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on October 11, 2023 and amended and supplemented pursuant to Amendment No. 1 and Amendment No. 2, each of which was filed with the SEC on October 30, 2023, Amendment No. 3 which was filed with the SEC on November 15, 2023, Amendment No. 4 which was filed with the SEC on December 5, 2023, Amendment No. 5 which was filed with the SEC on March 26, 2024, Amendment No. 6 which was filed with the SEC on June 27, 2024, and Amendment No. 7 which was filed with the SEC on August 15, 2024 (such original Tender Offer Statement on Schedule TO as so amended and supplemented (including any exhibits and annexes attached thereto), the “Original Schedule TO”), and as hereby amended and supplemented (including by the exhibits and annexes hereto), together with any subsequent amendments and supplements thereto, this “Schedule TO”) by Sphinx Investment Corp., a corporation organized under the laws of the Republic of the Marshall Islands (the “Offeror”), Maryport Navigation Corp., a corporation organized under the laws of the Republic of Liberia that is the direct parent of the Offeror (“Maryport”), and Mr. George Economou, who directly owns Maryport and controls each of the Offeror and Maryport. This Schedule TO relates to the tender offer by the Offeror to purchase all of the issued and outstanding common shares, par value $0.01 per share (the “Common Shares”), of Performance Shipping Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”) (including the associated preferred stock purchase rights (the “Rights”, and together with the Common Shares, the “Shares”) issued pursuant to the Stockholders’ Rights Agreement, dated as of December 20, 2021, between the Company and Computershare Inc. as Rights Agent (as it may be amended from time to time)), for $3.00 per Share in cash, without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in (a) the Amended and Restated Offer to Purchase, dated October 30, 2023, a copy of which is attached to the Schedule TO as Exhibit (a)(1)(G), as amended and supplemented by the Supplement to the Amended and Restated Offer to Purchase dated December 5, 2023, a copy of which is attached to the Schedule TO as Exhibit (a)(1)(O) (the “Offer to Purchase”), (b) the related revised Letter of Transmittal, a copy of which is attached to the Schedule TO as Exhibit (a)(1)(H) (the “Letter of Transmittal”), and (c) the related revised Notice of Guaranteed Delivery, a copy of which is attached to the Schedule TO as Exhibit (a)(1)(I) (the “Notice of Guaranteed Delivery”) (which three documents, including any amendments or supplements thereto, collectively constitute the “Offer”).
As permitted by General Instruction G to Schedule TO, this Schedule TO is also Amendment No. 13 to the Schedule 13D filed by the Offeror, Maryport and Mr. Economou on August 25, 2023 (and amended on August 31, 2023, September 5, 2023 and September 15, 2023, further amended twice on each of October 11, 2023 and October 30, 2023, and further amended on November 15, 2023, December 5, 2023, March 26, 2024, June 27, 2024, and August 15, 2024) in respect of the Common Shares.
This Amendment No. 8 is being filed to amend and supplement the Schedule TO. Except as amended hereby to the extent specifically provided herein, all terms of the Offer and all other disclosures set forth in the Schedule TO and the Exhibits thereto remain unchanged and are hereby expressly incorporated into this Amendment No. 8 by reference. Capitalized terms used and not otherwise defined in this Amendment No. 8 shall have the meanings assigned to such terms in the Schedule TO and the Offer to Purchase.
Items 1 through 9 and Item 11
1. The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented by adding the following paragraph thereto:
“On September 17, 2024, the Offeror announced that it has extended the Expiration Date and Time to 11:59 p.m., New York City time, on February 18, 2025. The Offer was previously scheduled to expire at 11:59 p.m., New York City time, on September 17, 2024. The Tender Offer Agent has advised the Offeror that as of 5:00 p.m., New York City time, on September 16, 2024, the last full trading day prior to the announcement of the extension of the Offer, 1,719,753 Shares had been validly tendered into the Offer and not validly withdrawn. The press release announcing the extension of the Offer is attached hereto as Exhibit (a)(1)(S) and is incorporated herein by reference.”
2. The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented as set forth below:
All references to “11:59 p.m., New York City time, on September 17, 2024” set forth in the Amended and Restated Offer to Purchase (Exhibit (a)(1)(G)), Supplement to Amended and Restated Offer to Purchase dated December 5, 2023 (Exhibit (a)(1)(O)), Form of revised Letter of Transmittal (Exhibit (a)(1)(H)), Form of revised Notice of Guaranteed Delivery (Exhibit (a)(1)(I)), Form of revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(J)) and Form of revised Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(K)) shall be replaced with “11:59 p.m., New York City time, on February 18, 2025”.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:
Exhibit Description
(a)(1)(S) Press Release issued by Sphinx Investment Corp. on September 17, 2024 (filed herewith).
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: September 17, 2024
SPHINX INVESTMENT CORP.
By: Levante Services Limited
By: /s/ Kleanthis Costa Spathias
Kleanthis Costa Spathias
Director
MARYPORT NAVIGATION CORP.
By: Levante Services Limited
By: /s/ Kleanthis Costa Spathias
Kleanthis Costa Spathias
Director
George Economou
/s/ George Economou
George Economou
EXHIBIT INDEX
Exhibit Description
(a)(1)(A) Offer to Purchase*
(a)(1)(B) Form of Letter of Transmittal*
(a)(1)(C) Form of Notice of Guaranteed Delivery*
(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(E) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(F) Form of Summary Advertisement as published in the New York Times on October 11, 2023 *
(a)(1)(G) Amended and Restated Offer to Purchase*
(a)(1)(H) Form of revised Letter of Transmittal*
(a)(1)(I) Form of revised Notice of Guaranteed Delivery*
(a)(1)(J) Form of revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(K) Form of revised Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(L) Complaint filed by Sphinx Investment Corp. in the Supreme Court of the State of New York located in the County of New York*
(a)(1)(M) Press Release issued by Sphinx Investment Corp. on October 30, 2023*
(a)(1)(N) Press Release issued by Sphinx Investment Corp. on November 15, 2023*
(a)(1)(O) Supplement to Amended and Restated Offer to Purchase dated December 5, 2023*
(a)(1)(P) Press Release issued by Sphinx Investment Corp. on March 26, 2024*
(a)(1)(Q) Press Release issued by Sphinx Investment Corp. on June 27, 2024*
(a)(1)(R) Complaint filed by Sphinx Investment Corp. in the High Court of the Republic of the Marshall Islands on August 13, 2024 (and stamped by such Court as received on August 15, 2024)*
(a)(1)(S) Press Release issued by Sphinx Investment Corp. on September 17, 2024**
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
107 Filing Fee Table*
* Previously filed
** Filed herewith
Exhibit (a)(1)(S)
SPHINX INVESTMENT CORP. ANNOUNCES EXTENSION OF TENDER OFFER TO PURCHASE ALL OUTSTANDING COMMON SHARES AND ASSOCIATED RIGHTS OF PERFORMANCE SHIPPING INC.
NEW YORK, Sept. 17, 2024 /PRNewswire/ -- Sphinx Investment Corp. (“Sphinx”) today announced that it has extended the expiration date of its previously announced offer to purchase all of the issued and outstanding common shares, par value $0.01 per share (the “Common Shares”), of Performance Shipping Inc. (“Performance”) (including the associated preferred stock purchase rights (the “Rights”, and together with the Common Shares, the “Shares”) for $3.00 per Share in cash, without interest, less any applicable withholding taxes (the “Offer”).
The expiration date of the Offer has been extended to 11:59 p.m., New York City time, on February 18, 2025.
Continental Stock Transfer & Trust Company, the tender offer agent for the Offer, has advised Sphinx that as of 5:00 p.m., New York City time, on September 16, 2024, the last business day prior to the announcement of the extension of the Offer, 1,719,753 Shares had been validly tendered into the Offer and not validly withdrawn.
The Offer is being made pursuant to the terms and conditions described in the Amended and Restated Offer to Purchase dated October 30, 2023, as amended and supplemented by the Supplement to the Amended and Restated Offer to Purchase dated December 5, 2023, and as may be further amended from time to time (collectively, the “Offer to Purchase”), the related revised Letter of Transmittal (the "Letter of Transmittal"), the related revised Notice of Guaranteed Delivery (the “Notice of Guaranteed Delivery”), and certain other Offer documents, copies of which are attached to the Tender Offer Statement on Schedule TO originally filed by Sphinx, Maryport Navigation Corp. and Mr. George Economou with the United States Securities and Exchange Commission (the “SEC”) on October 11, 2023, as amended and as may be further amended from time to time. Consummation of the Offer continues to be subject to satisfaction or waiver of all of the conditions referred to in Section 14 — "Conditions of the Offer" of the Offer to Purchase.
The Information Agent for the Offer is Innisfree M&A Incorporated. The Offer materials may be obtained at no charge by calling Innisfree toll free at (877) 800-5190, and may also be obtained at no charge at the website maintained by the SEC at www.sec.gov.
Additional Information about the Offer and Where to Find It
The tender offer referenced herein commenced on October 11, 2023. This press release is neither an offer to purchase nor a solicitation of an offer to sell any Shares or any other securities, nor is it a substitute for the tender offer materials attached to the Tender Offer Statement on Schedule TO filed by Sphinx, Maryport Navigation Corp. and Mr. George Economou with the SEC on Schedule TO on October 11, 2023 and amended pursuant to Amendment No. 1 and Amendment No. 2 thereto on October 30, 2023, Amendment No. 3 thereto on November 15, 2023, Amendment No. 4 thereto on December 5, 2023, Amendment No. 5 thereto on March 26, 2024, Amendment No. 6 thereto on June 27, 2024, and Amendment No. 7 thereto on August 15, 2024 (including the Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery) (the “Tender Offer Materials”). A solicitation and offer to purchase outstanding Shares is only being made pursuant to the Tender Offer Materials. Performance filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer with the SEC on October 25, 2023, and amended the same by Amendment No. 1 thereto filed by Performance with the SEC on November 6, 2023, Amendment No. 2 thereto filed by Performance with the SEC on November 14, 2023, Amendment No. 3 thereto filed by Performance with the SEC on November 15, 2023, Amendment No. 4 thereto filed by Performance with the SEC on November 30, 2023, and Amendment No. 5 thereto filed by Performance with the SEC on December 20, 2023 (the “Solicitation/Recommendation Statement”). INVESTORS AND PERFORMANCE SHAREHOLDERS ARE STRONGLY ADVISED TO READ THE TENDER OFFER MATERIALS (INCLUDING THE OFFER to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery) AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT SHOULD BE CONSIDERED BY INVESTORS AND Performance shareholders BEFORE MAKING ANY DECISION WITH RESPECT TO THE OFFER. The Tender Offer Materials may be obtained at no charge at the website maintained by the Securities and Exchange Commission at www.sec.gov.
Important Cautions Regarding Forward-Looking Statements
Certain statements contained in this press release are forward-looking statements, including, but not limited to, statements that are predications of or indicate future events, trends, plans or objectives. These statements, which sometimes use words such as "anticipate," "believe," "intend," "estimate," "expect," "project," "strategy," "opportunity," "future," "plan," "will likely result," "will," "shall," "may," "aim," "predict," "should," "would," "continue," and words of similar meaning and/or other similar expressions that are predictions of or indicate future events and/or future trends, reflect the beliefs and expectations of the applicable of the Offeror, Maryport and Mr. George Economou at the date of this press release and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement.
About Sphinx:
Sphinx Investment Corp. is a corporation organized under the laws of the Republic of the Marshall Islands. The principal business of the Sphinx is the making of investments in securities. Sphinx is controlled by Mr. George Economou.
Media Contact:
Innisfree M&A Incorporated
Jonathan Kovacs / Arthur Crozier / Scott Winter
jkovacs@innisfreema.com; acrozier@innisfreema.com; swinter@innisfreema.com
212-750-5833
SOURCE Sphinx Investment Corp
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