0001493152-24-020533 Sample Contracts

AGREEMENT AND PLAN OF MERGER bY AND Among OVERSEAS SHIPHOLDING GROUP, INC., SALTCHUK RESOURCES, Inc. and SEAHAWK MERGECO., INC. Dated as of MAY 19, 2024
Merger Agreement • May 20th, 2024 • Overseas Shipholding Group Inc • Deep sea foreign transportation of freight • New York

This AGREEMENT AND PLAN OF MERGER, dated as of May 19, 2024 (this “Agreement”), is entered into by and among Overseas Shipholding Group, Inc., a Delaware corporation (the “Company”), Saltchuk Resources, Inc., a Washington corporation (“Parent”), and Seahawk MergeCo., Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”).

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Overseas Shipholding Group Enters Into a Definitive Agreement to Be Acquired by Saltchuk Resources, Inc. Purchase Price of $8.50 per Share in Cash Transaction Valued at $950 Million
Merger Agreement • May 20th, 2024 • Overseas Shipholding Group Inc • Deep sea foreign transportation of freight

Tampa, FL and Seattle, WA, May 20, 2024 – Overseas Shipholding Group, Inc. (“OSG” or the “Company”) (NYSE: OSG), a leading provider of liquid bulk transportation services in the energy industry for crude oil and petroleum products primarily in the U.S. Flag markets, and Saltchuk Resources, Inc. (“Saltchuk”), a privately owned family of diversified freight transportation, marine service, and energy distribution companies, today announced that they have entered into a definitive merger agreement pursuant to which Saltchuk has agreed to acquire OSG in a transaction that values the Company at an aggregate equity value of approximately $653 million and a total transaction value of $950 million.

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