Diana Shipping Inc. (NYSE: DSX), a globally recognized shipping company specializing in the ownership and bareboat charter-in of dry bulk vessels, has released the preliminary results of its tender offer aimed at purchasing up to 15,000,000 shares of its common stock. The offer, which was priced at US$2.00 per share, net to the seller in cash (excluding any applicable withholding taxes and without interest), expired on December 31, 2024, at 5:00 P.M. Eastern Time.
Key Results of the Tender Offer
As part of the process, Diana Shipping Inc. engaged Computershare Trust Company, N.A. as the depositary for the tender offer to handle the tendering process. According to preliminary data from the depositary, a total of 12,067,782 shares were tendered by shareholders, including 729,654 shares tendered through the guaranteed delivery procedure outlined in the tender offer documents. The number of shares tendered indicates that the tender offer was undersubscribed, as the Company had originally sought to purchase a total of 15,000,000 shares. As a result, Diana Shipping Inc. plans to purchase all shares that were validly tendered, as per the terms of the offer.
This move aligns with the company’s offer to repurchase up to 15,000,000 shares, with the total expected purchase price set at US$30.0 million. The purchase price of US$2.00 per share reflects Diana Shipping Inc.’s commitment to providing liquidity to its shareholders at an attractive price.
Further Details on the Tender Offer
The preliminary number of shares tendered and the associated purchase price remain subject to final confirmation by the depositary. The final results of the tender offer will be released once the confirmation process is completed. Following this process, Diana Shipping Inc. will notify shareholders about the final number of shares accepted and the payment procedure. The payment for the shares that are accepted for purchase will be processed promptly after the final confirmation.
For shareholders who tendered shares but whose shares are not accepted for purchase, certificates for the tendered shares will be returned. For those who tendered shares via book-entry transfer, their shares will be credited back to their account with the book-entry transfer facility.
Tender Offer Details and Procedures
Diana Shipping Inc. has emphasized that the information provided in this press release is for informational purposes only. It does not constitute an offer to buy or a solicitation of an offer to sell shares of Diana Shipping Inc.’s common stock. The tender offer is being conducted only through the Offer to Purchase document, which includes all relevant terms and conditions of the offer. The company urges shareholders to review the Offer to Purchase and related materials carefully, as they contain important details regarding the process.
Shareholders who wish to access a free copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase, or other related documents that Diana Shipping Inc. has filed with the U.S. Securities and Exchange Commission (SEC), can do so by visiting the SEC’s website at www.sec.gov. Additionally, shareholders can contact the information agent for the tender offer, Georgeson LLC, to obtain copies of these documents. Georgeson LLC can be reached toll-free in the U.S. at (800) 248-7690, or internationally at +1-781-575-2137.
Understanding the Tender Offer Process
A tender offer is a corporate action in which a company offers to purchase its own shares from shareholders, usually at a premium price over the current market price. This is often done to reduce the number of shares outstanding or to provide liquidity to shareholders. In this case, Diana Shipping Inc. has offered to repurchase up to 15,000,000 shares at US$2.00 per share as part of its strategic objectives.
Diana Shipping Inc. Announces Preliminary Results of Self-Tender Offer for Common Stock Shares
The offer is structured as a “self-tender” because the company is using its own funds to repurchase the shares rather than relying on third-party investors. This strategy can help increase shareholder value by reducing the overall number of shares in circulation, which could potentially increase earnings per share and improve financial ratios.
The offer also gives shareholders an opportunity to liquidate their holdings in the company at a favorable price, especially if the current market price of Diana Shipping Inc. shares is lower than the offer price. The fact that the tender offer was undersubscribed means that more shares will be accepted than originally anticipated, which benefits those shareholders who participated in the offer.
The Role of the Deposit Agent and the Confirmation Process
The depositary, Computershare Trust Company, N.A., plays a critical role in ensuring the proper execution of the tender offer. The agent’s responsibilities include processing the tenders, confirming the number of shares validly tendered, and facilitating the return of shares for those who do not have their shares purchased.
The confirmation process will determine the final number of shares that will be repurchased. Once this process is completed, Diana Shipping Inc. will announce the final results and begin making payments to the shareholders whose shares have been accepted for purchase. The company is committed to ensuring the timely and efficient processing of all valid tenders in accordance with the tender offer terms.
Information for Shareholders
For shareholders who may have questions about the tender offer or require assistance in understanding the process, Diana Shipping Inc. has provided contact details for Georgeson LLC, the information agent managing the offer. Shareholders are encouraged to reach out for assistance, whether they have general inquiries or need help with specific details related to their participation in the tender offer.
Conclusion
Diana Shipping Inc.’s self-tender offer is an important part of its financial strategy, allowing the company to return value to its shareholders and manage its capital structure more efficiently. The preliminary results indicate a successful tender offer despite being undersubscribed, as all validly tendered shares will be purchased. Shareholders are encouraged to remain informed about the final results of the tender offer, which will be announced after the completion of the confirmation process.
As Diana Shipping Inc. moves forward with the repurchase of shares, it will continue to focus on enhancing shareholder value and maintaining a strong financial position. Investors are advised to stay updated by reviewing all related documents carefully to make informed decisions regarding their participation in the tender offer.