SPHINX INVESTMENT CORP. ANNOUNCES TERMINATION OF TENDER OFFER TO PURCHASE ALL OUTSTANDING COMMON SHARES AND ASSOCIATED RIGHTS OF PERFORMANCE SHIPPING INC.
NEW YORK, March 16, 2026 /PRNewswire/ -- Sphinx Investment Corp. (“Sphinx”) today announced that it has terminated its previously announced offer to purchase all of the issued and outstanding common shares, par value $0.01 per share (the “Common Shares”), of Performance Shipping Inc. (“Performance”) (including the associated preferred stock purchase rights (the “Rights”, and together with the Common Shares, the “Shares”) (the “Offer”). The tender offer was due to expire at 11:59 p.m., New York City time, on September 18, 2026.
Sphinx’s obligation to consummate the Offer was subject to various terms and conditions specified in the offer to purchase and letter of transmittal documents that were distributed to holders, including the “Series C Condition”, as further described in such documents.
As previously disclosed by Sphinx, on August 13, 2024, Sphinx initiated legal proceedings (the “RMI Cancellation Proceedings”) in the High Court of the Republic of the Marshall Islands (the “High Court”) against Performance and certain other defendants, seeking, among other things, to invalidate the super-voting Series C Preferred Stock of Performance. On July 16, 2025, the High Court entered an order staying the RMI Cancellation Proceedings pending resolution of the appeal in a separate case captioned Sphinx v. Tsantanis, et. al., Case No. 2024-01680 (the “Seanergy Case”), which was then pending before the Supreme Court of the Marshall Islands and expected to bear upon related legal issues. The Supreme Court of the Marshall Islands rendered a decision in the Seanergy Case on February 20, 2026, and on February 27, 2026, counsel to the defendants in the RMI Cancellation Proceedings wrote a letter motion to the High Court requesting that the High Court lift the stay on the matter and dismiss the RMI Cancellation Proceedings with prejudice, based on the outcome of the Seanergy Case. On March 13, 2026, counsel to the Offeror advised the High Court that the Offeror does not oppose dismissal.
Sphinx has determined that the Series C Condition to the consummation of the Offer, among others, cannot be satisfied in light of the recent decision by the Supreme Court of the Marshall Islands in the Seanergy Case and the pending dismissal of the RMI Cancellation Proceedings, and further given the manifest unwillingness of the Company and its controlling persons to cooperate with the Offer for almost two and a half years. Therefore, Sphinx has terminated the Offer with immediate effect.
No shares of Performance’s common stock were purchased in the tender offer and as a result of the termination, all of the shares of Performance’s common stock previously tendered will be promptly returned to the holders thereof, and no consideration will be paid to holders who have tendered their shares of Performance’s common stock.
The Information Agent for the Offer is Innisfree M&A Incorporated. The Offer materials may be obtained at no charge by calling Innisfree toll free at (877) 800-5190, and may also be obtained at no charge at the website maintained by the SEC at www.sec.gov.
Market Data 
Markets 
