DryShips toTake Over Ocean Rig ASA

On May 14, 2008, Primelead Limited, a 100% subsidiary of DryShips Inc., made a mandatory offer for all of the shares in Ocean Rig ASA at an offer price of NOK 45 per share.

Considerations:

According to the Offer Document, the price offered of NOK 45 per share represents a premium of:

  • 4.9 % to the closing price of Ocean Rig ASA's share of NOK 42.90 on 21 April, 2008, the last trading day prior to DryShips's announcement of its intention to launch a mandatory offer;
  • 12.0 % to the volume weighted average closing price of NOK 40.18 during the last 30 trading days prior to the announcement April 22, 2008
  • 15.9 % to the volume weighted average closing price of NOK 38.82 during the last 3 months prior to the announcement April 22, 2008
  • 11.6 % to the volume weighted average closing price of NOK 40.33 during the last 6 months prior to the announcement April 22, 2008
  • 11.3 % to the volume weighted average closing price of NOK 40.42 during the last 12 months prior to the announcement April 22, 2008
  • The Board has taken into consideration that DryShips holds an aggregate of 75.15%, equal to 128,035,373 shares of Ocean Rig ASA. DryShips has stated in the Offer Document an intent to de-list Ocean Rig ASA from the Oslo Stock Exchange, which requires a 2/3 majority of the voting shares at the shareholders' meeting.

    The Board has not been approached by any third party indicating an interest in making a competing offer for the shares of Ocean Rig ASA. The Board considers it unrealistic to obtain a competing offer as long as DryShips controls more than 75% of the issued shares in Ocean Rig ASA.

    Based on the fact that DryShips controls more than 2/3 of the shares of the Company and the expressed plan for a de-listing of Ocean Rig ASA from the Oslo Stock Exchange, the Board has unanimously decided that it will not advise against acceptance of the bid. For the same reason Directors of the Board who own shares in Ocean Rig ASA together with the Chief Executive Officer intend to accept the bid or sell their shares in the market.

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