Saltchuk Resources, Inc. submits a non-binding letter of intent to acquire remaining 78.9% stake in Overseas Shipholding Group, Inc. (NYSE : OSG) from shareholders on January 26, 2024.Saltchuk would acquire all outstanding shares of common stock of Overseas Shipholding Group, Inc. that Saltchuk does not already own for $6.25 per share, on a fully-diluted basis, in cash, which represents a premium of 5.9% to the closing price per share of $5.90 as of January 26, 2024. If the transaction contemplated by the Proposal were consummated, the Common Stock of the Issuer would be eligible for termination of registration under the Securities Exchange Act of 1934 and delisting from the New York Stock Exchange. The Proposed Transaction will be funded through a combination of equity capital from Saltchuk and refinancing or retaining the Company?s current debt facilities, commitments for which will be in hand prior to signing definitive agreements.

The transaction contemplated by the Proposal would be subject to customary closing conditions and requisite regulatory approvals, as set forth in definitive transaction documents. This is subject to (a) negotiation and execution of a mutually satisfactory definitive acquisition agreement and related documentation with customary representations, warranties, conditions, and other provisions (the ?Acquisition Agreement?), and (b)completion of confirmatory due diligence, including site visits, meetings with management, and customary operational, financial, legal, HR, and tax due diligence.