DryShips Inc. Announces Shareholders’ Approval of Merger Agreement With SPII Holdings Inc.

Athens, Greece – October 9, 2019

DryShips Inc. (the “Company”) (NASDAQ: DRYS), a diversified owner and operator of ocean going cargo vessels, today announced that, at a special meeting held today, its shareholders voted in favor of the proposal toauthorize and approve the previously announced Agreement and Plan of Merger, entered into on August 18, 2019 (the “Merger Agreement”), by andamong the Company, SPII Holdings Inc. (“SPII”), a company that may be deemed to be beneficially owned by the Company’s Chairman and Chief Executive Officer, Mr. George Economou, and Sileo Acquisitions Inc., a wholly owned subsidiary of SPII (“Merger Sub”), pursuant to which SPII will acquire the outstanding shares of common stock, $0.01 par value, of the Company that it does not already own for $5.25 per share in cash, without interest.

Holders of 77,832,018 shares of the Company’s common stock voted in person or by proxy at the special meeting, representing approximately 89.6% of the total shares of the Company’s common stock outstanding and entitled to vote at the meeting.Of those shares voted,a total of 76,883,695 shares, or approximately 98.8% of the shares voted, were castin favor of the proposal to authorize and approve the Merger Agreement, including 4,462,180 shares that are unaffiliated with SPII, or approximately 82.5% of the shares voted that are unaffiliated with SPII.

Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and becoming a wholly owned subsidiary of SPII (the “Merger”). Completion of the Mergeris subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement. Upon consummation, the Merger willresult in the Company becoming a privately held company and its shares willno longer be listed on the Nasdaq Capital Market.

The closing of the transaction is anticipatedto take place on or about October 11, 2019.

Advisors
Evercore is acting as financial advisor and Fried, Frank, Harris, Shriver & Jacobson LLP is acting as legal counsel to the special committee of the Company’s Board of Directors composed solely of independent directors. Seward & Kissel LLP is acting as legal counsel to the Company. Orrick, Herrington & Sutcliffe LLP is acting as legal counsel to SPII.

About DryShips Inc.
DryShipsInc. is a diversified owner and operator of ocean going cargo vessels that operate worldwide through three segments: drybulk, offshore support and tanker. As of October9, 2019, DryShips Inc. operates a fleet of 32 vessels consisting of (i) 9 Newcastlemaxdrybulk vessels; (ii) 5 Kamsarmax drybulk vessels; (iii) 6 Panamax drybulk vessels; (iv) 1 Very Large Crude Carrier; (v) 2 Suezmax tankers; (vi) 3 Aframax tankers; and (vii) 6 Offshore Support Vessels, including 2 Platform Supply and 4 Oil Spill Recovery Vessels. In addition, the Company owns 100% of Heidmar, a leading commercial tanker pool operator.For more information about DryShips Inc., please visitwww.dryships.com. For more information about Heidmar, please visitwww.heidmar.com



DryShips Enters Into Definitive Merger Agreement with SPII Holdings,

DryShips Public Shareholders to Receive $5.25 per Share in Cash

Transaction Unanimously Recommended by DryShips Special Committee


Athens, Greece – August 19, 2019

DryShips Inc. (the “Company”) (NASDAQ: DRYS) today announced that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) with SPII Holdings Inc. (“SPII”), a company controlled by the Company’s Chairman and Chief Executive Officer, George Economou, under which SPII will acquire the outstanding shares of the Company that it does not already own for $5.25 per share in cash, without interest.

The $5.25 per share price represents a premium of approximately 66% over the Company’s $3.16 closing stock price on June 12, 2019, the last trading day before the Company’s announcement of SPII’s initial offer to acquire all shares of the Company common stock not owned by SPII (the “Initial Offer”), The $5.25 per share price reflects an increase of approximately 31% over the purchase price of $4.00 per share proposed in the Initial Offer.

As previously disclosed, the Company’s Board of Directors formed a Special Committee of independent directors to consider the Initial Offer. The Company’s Board of Directors, acting on the unanimous recommendation of the Special Committee, approved the Merger Agreement.

The Special Committee, with the assistance of its independent financial and legal advisors, exclusively negotiated the terms of the Merger Agreement with SPII.

The merger is subject to approval by the Company’s stockholders at a special meeting of the Company’s stockholders to be held in due course, as well as other customary closing conditions.

The merger is not subject to a financing condition. The merger is expected to close in the fourth quarter of 2019.

Advisors
Evercore is financial advisor and Fried, Frank, Harris, Shriver & Jacobson LLP is legal counsel, to the Special Committee. Seward & Kissel LLP is serving as legal counsel to the Company. Orrick, Herrington & Sutcliffe LLP is acting as legal counsel to SPII.

About DryShips Inc.
DryShips Inc. is a diversified owner and operator of ocean going cargo vessels that operate worldwide through three segments: drybulk, offshore support and tanker. As of August 19, 2019, DryShips Inc. operates a fleet of 32 vessels consisting of (i) 9 Newcastlemax drybulk vessels; (ii) 5 Kamsarmax drybulk vessels; (iii) 6 Panamax drybulk vessels; (iv) 1 Very Large Crude Carrier; (v) 2 Suezmax tankers; (vi) 3 Aframax tankers; and (vii) 6 Offshore Support Vessels, including 2 Platform Supply and 4 Oil Spill Recovery Vessels.

For more information about DryShips Inc., please visit: https://www.dryships.com.

In addition, DryShips Inc. owns 100% of Heidmar Inc. For more information please visit Heidmar’s website at www.heidmar.com.

DryShips Inc. press release