Diana Shipping Inc. Announces Preliminary Results of Self Tender Offer for Shares of Common Stock
Diana Shipping Inc., a global shipping company specializing in the ownership of dry bulk vessels, today announced the preliminary results of its tender offer to purchase up to 3,529,411 shares of its common stock, par value $0.01 per share, at a price of $4.25 per share, net to the seller in cash, less any applicable withholding taxes and without interest. The tender offer expired at 5:00 P.M., Eastern Time, on December 21, 2021.
Based on a preliminary count by Computershare Trust Company, N.A., the depositary for the tender offer, the total number of shares tendered in the tender offer was 9,366,263 shares. In addition, there were 972,121 shares tendered pursuant to the guaranteed delivery procedure described in the tender offer documents. Because the preliminary information received from the depositary indicates that the tender offer was oversubscribed, it is expected that the number of shares that the Company will purchase from each tendering shareholder will be prorated so that the Company purchases a total of 3,529,411 shares in the tender offer for an aggregate purchase price of approximately $15 million.
The number of shares of common stock expected to be purchased by the Company, the aggregate purchase price for the shares, and the proration factor are preliminary and subject to final confirmation by the depositary and the proper delivery of shares tendered, including shares tendered pursuant to the guaranteed delivery procedure. The final results of the tender offer, including the final proration factor, will be announced promptly following completion of the confirmation process. Payment for shares of common stock accepted for purchase by the Company will be made in accordance with the terms of the tender offer promptly following final confirmation of the number of shares tendered and the final proration factor, and taking into account adjustments to avoid purchases of fractional shares. Certificates for all shares tendered and not purchased, including shares not purchased due to proration will be returned or, in the case of shares tendered by book-entry transfer, will be credited to the account maintained with the book-entry transfer facility by the participant who delivered the shares to the tendering pursuant to the terms of the tender offer.
If shareholders have any questions, please call the information agent, Georgeson LLC, by telephone, toll free at (800) 248-7690.
Diana Shipping Inc. Announces Extension and Increase of Tender Offer for Shares of Common Stock
Diana Shipping Inc., a global shipping company specializing in the ownership of dry bulk vessels, announced that the Company is amending its previously announced tender offer to purchase up to 1,408,450 shares of its outstanding common stock at a price of $3.55 per share. Under the amended terms, the Company is now offering to purchase up to 2,816,900 shares of its common stock at the same price of $3.55 per share. The Company is also extending the expiration date of the tender offer. The tender offer, which was previously set to expire at 5:00 P.M., Eastern Time, on October 4, 2019, is now set to expire at 11:59 P.M., Eastern Time, on October 11, 2019, unless further extended or withdrawn. The tender offer otherwise remains subject to all previously announced terms and conditions.
Computershare Trust Company, N.A., the depositary for the Offer, has advised the Company that as of the close of business, New York City time, on September 27, 2019, the last business day prior to the announcement of the extension of the Offer, 1,937,943.1053 shares have been validly tendered pursuant to the Offer and not properly withdrawn.
Stockholders who have previously validly tendered and not withdrawn their shares do not need to re-tender their shares or take any other action in response to the extension of the Offer. The terms and conditions of the Offer, prior to the amendment described in this release, were set forth in the Company’s “Offer to Purchase” dated September 6, 2019 (as amended by Supplement No. 1 to the Offer to Purchase dated September 12, 2019) and “Letter of Transmittal” dated September 6, 2019, and the other related materials that the Company distributed to stockholders, which were filed with the Securities and Exchange Commission (“SEC”) as exhibits to the Company’s Schedule TO on September 6, 2019 (as amended by Amendment No. 1 to the Schedule TO dated September 12, 2019).
Diana Shipping Inc. retained Computershare Trust Company, N.A. as the depositary for the Offer and Georgeson LLC as the information agent.