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, onJuly 31, 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 February 4, 2025, the last business day prior to the announcement of the extension of the Offer, 1,695,424 Shares had been validly tendered into the Offer and not validly withdrawn.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 October30, 2023, as amended and supplemented by the Supplement to the Amended and Restated Offer to Purchase dated December5, 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 October11, 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 Section14 – “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 October11, 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 October11, 2023 and amended pursuant to Amendment No.1 and Amendment No.2 thereto on October30, 2023, Amendment No.3 thereto on November15, 2023, Amendment No.4 thereto on December5, 2023, Amendment No.5 thereto on March26, 2024, Amendment No.6 thereto on June27, 2024, Amendment No.7 thereto on August15, 2024, Amendment No. 8 thereto on September 17, 2024, and Amendment No. 9 thereto on December 12, 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 October25, 2023, and amended the same by Amendment No.1 thereto filed by Performance with the SEC on November6, 2023, Amendment No.2 thereto filed by Performance with the SEC on November14, 2023, Amendment No.3 thereto filed by Performance with the SEC on November15, 2023, Amendment No.4 thereto filed by Performance with the SEC on November30, 2023, and Amendment No.5 thereto filed by Performance with the SEC on December20, 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 MAYBE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT SHOULD BE CONSIDERED BY INVESTORS ANDPERFORMANCE 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 IncorporatedJonathan Kovacs / Arthur Crozier / Scott Winterjkovacs@innisfreema.com; acrozier@innisfreema.com; swinter@innisfreema.com212-750-5833
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SOURCE Sphinx Investment Corp
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