Item 8.01 Other Events.
On
In connection with the announcement of the Merger Agreement, INSW and Diamond S intend to provide supplemental information regarding the proposed transaction in connection with presentations to analysts and investors. A copy of the investor presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 99.1 Joint Press Release, datedMarch 31, 2021 99.2 Investor Presentation, datedMarch 31, 2021
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the
proposed transaction between INSW and Diamond S. In connection with the proposed
transaction, INSW intends to file with the
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
INSW, Diamond S and certain of their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from the holders
of INSW and Diamond S securities in connection with the contemplated
transaction. Information regarding these directors and executive officers and a
description of their direct and indirect interests, by security holdings or
otherwise, will be included in the Form S-4 and joint proxy statement/prospectus
regarding the proposed transaction (when available) and other relevant materials
to be filed with the
Cautionary Statement Regarding Forward-Looking Statements
This communication contains certain statements that are "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, as amended. INSW and Diamond
S have identified some of these forward-looking statements with words like
"believe," "may," "could," "would," "might," "possible," "will," "should,"
"expect," "intend," "plan," "anticipate," "estimate", "potential", "outlook" or
"continue," the negative of these words, other terms of similar meaning or the
use of future dates. Forward-looking statements in this communication include
without limitation, statements about the benefits of the proposed transaction,
including future financial and operating results and synergies, INSW's, Diamond
S' and the combined company's plans, objectives, expectations and intentions,
and the expected timing of the completion of the transaction. Such statements
are qualified by the inherent risks and uncertainties surrounding future
expectations generally, and actual results could differ materially from those
currently anticipated due to a number of risks and uncertainties. Risks and
uncertainties that could cause results to differ from expectations include:
uncertainties as to the timing of the contemplated transaction; uncertainties as
to the approval of INSW's and Diamond S' shareholders required in connection
with the contemplated transaction; the possibility that a competing proposal
will be made; the possibility that the closing conditions to the contemplated
transaction may not be satisfied or waived, including that a governmental entity
may prohibit, delay or refuse to grant a necessary regulatory approval; the
effects of disruption caused by the announcement of the contemplated transaction
making it more difficult to maintain relationships with employees, customers,
vendors and other business partners; the risk that stockholder litigation in
connection with the contemplated transaction may affect the timing or occurrence
of the contemplated transaction or result in significant costs of defense,
indemnification and liability; the risk that the anticipated tax treatment of
the proposed transaction between INSW and Diamond S is not obtained; other
business effects, including the effects of industry, economic or political
conditions outside of the control of the parties to the contemplated
transaction; transaction costs; actual or contingent liabilities; and other
risks and uncertainties discussed in INSW's and Diamond S' filings with the
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