#USA #New York #Tender Offer #Sphinx Investment #Performance Shipping

Sphinx Investment Corp. Terminates Tender Offer for Performance Shipping Shares

Sphinx Investment Corp. has recently announced the cancellation of its tender offer aimed at acquiring all outstanding common shares of Performance Shipping Inc. Originally, the tender offer was set to conclude at 11:59 p.m. New York City time on September 18, 2026. However, due to intricate legal developments, Sphinx deemed it necessary to terminate this procurement initiative.

The offer was contingent upon multiple specific conditions outlined in the accompanying documents given to shareholders, particularly emphasizing the controversial “Series C Condition.” This term relates to the legal entanglements concerning the super-voting Series C Preferred Stock held by Performance Shipping.

Legal Challenges Prompt Termination

The situation was further complicated by ongoing legal proceedings involving Sphinx and Performance Shipping. On August 13, 2024, Sphinx initiated litigation in the High Court of the Republic of the Marshall Islands, which aimed at challenging the legitimacy of the Series C Preferred Stock. This litigation sparked a series of judicial hurdles that held up progress on the tender offer.

Notably, the High Court ordered a stay on these proceedings while a related case, "Sphinx v. Tsantanis, et al.,” was appealed before the Supreme Court of the Republic of the Marshall Islands. The Supreme Court’s ruling on this matter was delivered on February 20, 2026, causing further complications for Sphinx as it revisited its options concerning the tender offer.

Decision to Withdraw Offer

Following the Supreme Court's decision and subsequent motions from the defendants seeking to dismiss the ongoing legal actions, Sphinx's team concluded that the terms necessary to proceed with the tender offer could not be satisfied. The company's management expressed ongoing frustration with Performance Shipping and its control persons, who had shown a notorious unwillingness to engage constructively in the negotiation process over the past two and a half years.

Consequently, the announcement to terminate the tender offer was made effective immediately. No shares of Performance Shipping were acquired during this tender offer phase. All previously tendered shares of Performance will be returned to their owners without any compensation due to the offer's cancellation.

Insights for Investors

This abrupt termination leaves shareholders in a state of uncertainty. Investors and stakeholders are strongly recommended to stay updated by reviewing all offer-related materials, including the Tender Offer Statement filed with the SEC. These documents contain essential information that could influence future decisions concerning Performance Shipping shares.

The information agent involved in the tender process is Innisfree MA Incorporated, and interested parties can contact them toll-free for further details regarding the offer materials.

About Sphinx Investment Corp.

Founded under the laws of the Republic of the Marshall Islands, Sphinx Investment Corp. specializes in investments in various securities. The organization is primarily controlled by industry veteran Mr. George Economou. This recent development adds yet another chapter to Sphinx’s complex maneuvering in the competitive investment landscape.

With this termination, the stakes for Performance Shipping grow, potentially leading to future implications for both companies involved. Market observers are likely to keep a close eye on developments moving forward, especially how this affects shareholder value and potential legal outcomes.

For now, investors are left to ponder the implications of Sphinx's withdrawal as they await possible future actions from both Sphinx Investment Corp. and Performance Shipping Inc.