San Diego, Oct. 13, 2011 (Shareholders Foundation) -- An investor in shares of OceanFreight Inc. (NASDAQ: OCNF) filed a lawsuit against the Oceanfreight board of directors and Dryships, Inc in effort to block the proposed takeover of OceanFreight by Dryships.
According to the complaint the plaintiff alleges defendants breached their fiduciary duties owed to the OCNF stockholders by offering a price far below the intrinsic value of OCNF’s shares. .

On July 26, 2011, DryShips Inc. (NASDAQ: DRYS) and OceanFreight Inc. (NASDAQ: OCNF) had announced that the companies have entered into an agreement for DryShips to acquire the outstanding shares of OceanFreight for consideration per share of $19.85, consisting of $11.25 in cash and 0.52326 of a share of common stock of Ocean Rig UDW Inc., a global provider of offshore ultra deepwater drilling services that is 78% owned by DryShips.
Then on August 24, 2011, DryShips Inc. (NASDAQ: DRYS) and OceanFreight Inc. (NASDAQ: OCNF) announced that DryShips has acquired with 3,000,856 the majority of shares of OceanFreight Inc. OceanFreight Inc. said that the shares were acquired from entities controlled by Mr. Anthony Kandylidis, the CEO of OceanFreight, under a purchase agreement entered into on July 26, 2011 and these shares represent a majority of the outstanding shares of OceanFreight.

However, the plaintiff alleges that proposed transaction is wrongful, unfair, and harmful to OCNF's public stockholders and represents an attempt by certain defendants to ‘aggrandize their personal and financial positions’ and interests at the expense of, and to the detriment of OCNF's public stockholders.

Moreover, the plaintiff alleges, that the inherent unfairness of the Proposed Transaction is highlighted by the seeming lack of concerted efforts on the part of the Special Committee to induce a higher offer from DryShips Inc or to meaningfully solicit other potential offers, not to mention the Special Committee's ignoring the possibility of maintaining the Company as a stand-alone entity.
The plaintiff claims that OCNF's public stockholders will be deprived of their right to be remunerated equitably and proportionally for their investments in OCNF's valuable and growing business if the Proposed Transaction is not enjoined.

Furthermore the plaintiff alleges that the proposed transaction includes the coercive and deal protection devices such as a No-Solicitation provision that prohibits the Company from soliciting other offers and a $4.5 million Termination Fee .

Additionally, the plaintiff says, that the approval of the Proposed Transaction is a certainty, given that DryShips, Inc has agreed to vote the 50.5% of OCNF shares, which were held by entities controlled by j Defendant Kandylidis, in favor of the approval of the Proposed Transaction.