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M&A – OceanFreight Merger with DryShips

OceanFreight Inc. (NASDAQ: OCNF) is an owner and operator of drybulk vessels that operate worldwide. In July 2011, OceanFreight and DryShips Inc. (NASDAQ: DRYS) announced a merger agreement pursuant to which DryShips would acquire all of the outstanding shares of OceanFreight for per share consideration consisting of $11.25 in cash and .52326 shares of common stock of DryShips’ subsidiary Ocean Rig UDW Inc, an international offshore drilling contractor providing oilfield services for offshore oil and gas exploration, development and production drilling.  Ocean Rig’s common stock currently trades on the OTC market maintained by the Norwegian Association of Stockbroking Companies under the symbol “OCRG” and it is planning to list its shares on NASDAQ.  As a first step in the transaction, in August 2011, DryShips acquired 3,000,856 shares of OceanFreight from entities controlled by Mr. Anthony Kandylidis, the CEO of OceanFreight.  These shares represent a majority of the outstanding shares of OceanFreight.  The total consideration paid for those shares was $33,759,671.08 in cash and 1,570,226 shares of Ocean Rig.

A Seward & Kissel team led by partners Gary Wolfe, James Abbott and James Cofer and including associates Nick Katsanos, Christine Westbrook, Keith Billotti, Evan Preponis, Kristin Switzer and Denise Mazzeo represented OceanFreight and the Special Committee of its Board of Directors in this transaction.