International Seaways and Diamond S Shipping Announce Merger - Seite 3

Nadim Qureshi, Chairman of the Board of Directors of Diamond S, said “We are pleased to enter into a transaction that will both create near-term value for our shareholders and create a superior, scale vehicle that enables investors to gain exposure in both the crude and product tanker markets with strong fundamentals. Importantly, since the focus of the management teams of both Diamond S and INSW are similar, we see further value from synergies in the combined company. We look forward to working with the team at INSW to see the transaction through to completion and ensure a great outcome for our shareholders.”

Key Terms of the Merger

- Diamond S shareholders will receive 0.55375 shares of INSW common stock for each share of Diamond S common stock held. Based on the closing prices of INSW’s shares on March 30, 2021, the total stock consideration in the transaction has a value of approximately $416 million.

- Subsequent to the merger, INSW and Diamond S shareholders will own approximately 55.75% and 44.25% of the combined company, respectively, using fully diluted share counts as of March 30, 2021.

- INSW will assume Diamond S’ net debt, which was $565² million as of December 31, 2020.

- Immediately prior to the closing of the transaction, existing INSW shareholders will also receive a special dividend of $1.10 per share.

- Diamond S’ affiliate management agreements with Capital Ship Management (“CSM”) will be phased out over time, without interruption to the key customers being served by the vessels under CSM management.

- The merger, which is expected to close in the third quarter of 2021, is subject to the approval of the shareholders of INSW and Diamond S, regulatory approvals, and other customary closing conditions.

- The Board of Directors of INSW will comprise seven representatives of INSW and three representatives of Diamond S.

- A group of shareholders, representing approximately 14% and 29% of the issued and outstanding shares of INSW and Diamond S, respectively, has committed to vote in favor of the merger, subject to the terms and conditions contained in voting agreements reached with INSW and Diamond S.

- Following the merger, INSW will remain listed on the NYSE under the symbol “INSW”.

- INSW and Diamond S received support for the transaction from the Diamond S bank group, led by Nordea Bank Abp, Crédit Agricole Corporate and Investment Bank and Skandinaviska Enskilda Banken AB (publ), who each also form key parts of INSW’s lending group, and along with the remaining banks in the group have provided consents and agreed to amend their loan facilities.