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Performance Shipping Inc. Adopts Shareholders’ Rights Agreement

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Performance Shipping (NASDAQ: PSHG) announced a shareholders' rights agreement and a dividend of one right for each share of common stock held as of December 30, 2021. The rights, valid for ten years, allow shareholders to buy one one-thousandth of a share of Series A preferred stock at an exercise price of $50. Rights become exercisable if a person or group acquires 10% or more of common shares without Board approval, enabling non-acquiring shareholders to purchase shares at a favorable market value. More details are available in a Form 6-K report filed with the SEC.

Positive
  • Adoption of a shareholders' rights agreement enhances shareholder value.
  • Each right allows purchase of preferred stock, incentivizing retention.
Negative
  • Rights become void for acquiring persons, limiting control for major stakeholders.

ATHENS, Greece, Dec. 20, 2021 (GLOBE NEWSWIRE) -- Performance Shipping Inc. (NASDAQ: PSHG), (the “Company”), a global shipping company specializing in the ownership of tanker vessels, announced today that its Board of Directors has unanimously adopted a shareholders’ rights agreement (the “Rights Agreement”) and declared a dividend of one right (the “Right”) for each share of the Company’s common stock, par value $0.01 per share (the “Common Stock”) held as of December 30, 2021. The Rights Agreement has a term of ten years.

Pursuant to the Rights Agreement, each Right will entitle the shareholder to buy one one-thousandth of a share of Series A participating preferred stock at an exercise price of $50.00.

Under the Rights Agreement, the rights generally will become exercisable only if a person or group acquires beneficial ownership (as defined in the Rights Agreement) of 10% or more of the Company’s Common Shares in a transaction not approved by its Board of Directors. In that situation, each holder of a right (other than the acquiring person, whose rights will become void and will not be exercisable) will have the right to purchase, upon payment of the exercise price, a number of shares of the Company’s Common Shares having a then-current market value equal to twice the exercise price.

Under the Rights Agreement’s terms, it will expire on December 20, 2031.

Additional information about the Rights Agreement is contained in a report on Form 6-K filed by the Company with the U.S. Securities and Exchange Commission.

About the Company

Performance Shipping Inc. is a global provider of shipping transportation services through its ownership of Aframax tankers. The Company’s current fleet is employed on spot voyages, time charters, and through pool arrangements.

Cautionary Statement Regarding Forward-Looking Statements

Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include, but are not limited to, statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.

The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “believe,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,” “potential,” “may,” “should,” “expect,” “pending” and similar expressions, terms or phrases may identify forward-looking statements.

The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

In addition to these important factors, other important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies, fluctuations in currencies and interest rates, general market conditions, including fluctuations in charter hire rates and vessel values, changes in demand for our vessels, changes in the supply of vessels, changes in worldwide oil production and consumption and storage, changes in our operating expenses, including bunker prices, crew costs, dry-docking and insurance costs, our future operating or financial results, availability of financing and refinancing, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, the length and severity of epidemics and pandemics, including the ongoing outbreak of the novel coronavirus (COVID-19) and its impact on the demand for seaborne transportation of petroleum and other types of products, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions or events, including “trade wars”, acts by terrorists or acts of piracy on ocean-going vessels, potential disruption of shipping routes due to accidents, labor disputes or political events, vessel breakdowns and instances of off-hires and other important factors. Please see our filings with the U.S. Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties.


FAQ

What is the significance of the shareholders' rights agreement for PSHG?

The shareholders' rights agreement aims to enhance shareholder value and protect against hostile takeovers.

What does the dividend of one right per share mean for PSHG shareholders?

Each PSHG shareholder will receive a right that allows them to purchase preferred shares at a specified price, offering additional investment potential.

When does the shareholders' rights agreement expire for PSHG?

The rights agreement has a term of ten years and will expire on December 20, 2031.

What happens if someone acquires 10% or more of PSHG's shares?

If a person acquires 10% or more of PSHG's shares without Board approval, their rights will become void, while other shareholders can purchase shares at a favorable market value.

How can I find more details about the rights agreement of PSHG?

Additional details about the rights agreement are available in the Form 6-K report filed by PSHG with the U.S. Securities and Exchange Commission.

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