July 13, 2018

To The Dorian Board of Directors

A recent Dorian communication mentioned that to date no large shareholder had expressed a view on BW LPG's proposal for a combination. I feel it appropriate to speak up.

Prior to distributing to our shareholders half our Dorian LPG position last December SEACOR was your largest stakeholder. Some SEACOR shareholders continue to own Dorian shares and SEACOR itself is still one of the five largest holders, owning slightly less than 10 percent. SEACOR was also one of two original founders of Dorian.

Our support for a combination of Dorian and BW harks back to one of the reasons we decided to invest in the gas sector, our belief that niche markets can be consolidated and that consolidation benefits the participants. History provides some perspective.

Shortly after SEACOR and the Hadjipateras group signed construction contracts, we supported the Dorian acquisition of a series of vessels contracted by another investor because we believed that consolidation would be beneficial. Our hope was that the combination would be a first step in addressing a potential supply problem arising from too many investor groups ordering too many VLGC's.

The ordering binge left the VLGC sector with a hangover. Margins have shriveled. Sustained charter rates which would be adequate to provide a minimally acceptable return on invested equity are a dim memory. They still appear to be beyond the horizon despite a glimmer of improvement in the last few days.

The question at hand is whether a combination of the two leaders in the VLGC industry will improve results for their owners. To paraphrase an adage, "markets help those who help themselves."

The VLGC ordering spree is reminiscent of those afflicting the U.S. inland river barge sector and global offshore support vessel sector in the early 1980s. I saw both sectors struggle until consolidation got underway. My observation from 28 years in the offshore business and almost 40 in the inland river business, both niche markets, is that consolidation was invariably beneficial for the entities that participated, and eventually the entire sector. The dynamics in both of these niche markets reacted most favorably after the two industry leaders combined.

Combinations result in reduced overhead and typically also deliver some savings in operational expenses. A larger inventory of assets also affords management more marketing flexibility in both good and bad markets. Like Tidewater and Zapata both Dorian and BW have "mass," but combined their asset base and market position would be more significant.

June 8, 2018

Mr. John Hadjipateras

Chairman, President and Chief Executive Officer Dorian LPG Ltd.

27 Signal Road

Stamford, Connecticut 06902

Dear Mr. Hadjipateras,

Our partnerships and clients own approximately 1,300,000 shares of Dorian common stock; we have been shareholders since the company went public. It is our firm belief that shareholders are competent to evaluate the BW offer and hope that you and your Board will recognize that ultimately the shareholders should control their destiny.

We have studied niche asset markets for the last 30 years and have been struck by the benefits to owners that accrue from consolidation. In our experience whenever a commodity transportation market has a clear leader with significant capacity, there have been benefits in fleet optimization. Of course any consolidation also comes with some cost savings, which, no matter how small relative to capital, is a plus given the parlous state of the market.

Although we understand the net asset value (NAV) concept that is typical for comparing companies in the shipping business, we do believe that comparative cash flow and comparative leverage are also important considerations. Given the state of today’s VLGC market, which is only marginally better than variable operating costs, we think a stronger balance sheet would be a benefit. We are confident that the market will improve, but none of us knows when, and as a shareholder we favor stronger balance sheets and less leverage in businesses that have to cope with volatility in earnings and uncertainty in markets. A stronger company would also be in a position to continue pursuit of consolidation should there be opportunities in some of the smaller operator , who may be likeminded. Finally, we believe that all shareholders would benefit from liquidity that should come with a larger capitalization and broader shareholder base.

Sincerely,

Carl K. Oppenheimer

Dorian’s board contains holders of around 25% of its shares. BW LPG holds over 14% of Dorian, while Charles Fabrikant’s Seacor, which owns 9.4% of Dorian, voiced support for a merger in July.

TradeWinds

Founding Dorian shareholder Seacor backs BW LPG merger

By Andy Pierce

14 July 2018

Charles Fabrikant, a founding shareholder in Dorian LPG, has broken his silence on the company’s ongoing takeover battle with BW LPG and voiced his support for combining the two firms.

Fabrikant’s Seacor co-invested in new buildings with Dorian back in 2013 and remained a major shareholder following its listings on the Oslo over the counter market and the New York Stock Exchange.

Seacor, which owns 9.4% of Dorian LPG today, is the largest investor to speak in favour of combining the world’s two largest VLGC owners and its move comes within days of BW LPG upping its offer.

Dorian’s board, which has previously rejected BW LPG’s advances, contains Oivind Lorentzen, who was chief executive of Seacor when it first co-invested with Dorian but who left the post in 2015.

Consolidation always in Seacor's plan

In an open letter released after the close of US trading on Friday, Seacor chairman Fabrikant said he felt it appropriate to speak up after Dorian stated no large shareholder had expressed support for BW LPG’s proposal.

“Our support for a combination of Dorian and BW harks back to one of the reasons we decided to invest in the gas sector, our belief that niche markets can be consolidated and that consolidation befits the participants,” Fabrikant wrote.

He notes that soon after its investment with Dorian, Seacor supported its purchase of a series of VLGCs from another company.

While not named, the other party was Scorpio Tankers, which co-incidentally later sold a slice of its Dorian shares to BW Group, allowing Andreas Sohmen-Pao to buy into the takeover target.

“Our hope was that the combination would be the first step in addressing the potential supply problem arising from too many investor groups ordering too many VLGC,” Fabrikant’s letter continued.

He said the question at hand was whether the combination of the two leading players in the market would improve results for their owners. “To paraphrase an adage, ‘markets help those who help themselves',” the Seacor chairman continued.

Drawing on experience

Fabrikant drew parallels between the VLGC order spree of a few years ago and those seen in the US inland barge and offshore support vessel sectors back in the 1980s.

“I saw both sectors struggle until consolidation got underway,” he said, noting that the participants and ultimately the wider sectors benefited from the merger and acquisition activity which took place.

“The dynamics in both of these niche markets reacted most favourably after two of the industry leaders combined,” he said.

“Combinations result in reduced overheads and typically also deliver some savings in operational expenses.

"A larger inventory of assets also affords management more marketing flexibility in both good and bad markets.

“Like Tidewater and Zapata both Dorian and BW have 'mass,' but combined their asset base and marker position would be more significant,” Fabrikant argued.

He said Dorian’s board had done part of its job in securing a higher offer. But he added net asset value was a theoretical value and the pertinent issue for Dorian shareholders was whether a combination would result in sufficiently better value realization.

Having secured the higher bid, Fabrikant called for Dorian’s directors to think more expansively.

“Looking to the future, assuming good operational stewardship in a combined entity, I believe the value for a Dorian shareholder’s stake will be enhanced if the two businesses were to combine," he said.

The letter also dismissed Dorian's counter to buy BW LPG's eco ships as “unwise” and said diversity in the age of a fleet was not a liability.

“Older vessels are often suited to some jobs such as storage, short voyages, or trades that involve extended times in port,” he said.

“Both Dorian and BW are run by talented people who are experienced investors.

"A transaction resulting in a combination with an open-minded, independent board, resolved to retain the best of the best, would deliver a better outcome for owners than Dorian going its own way,” Fabrikant said.

A spokesperson for Dorian said: “We appreciate input from all our shareholders, but until our board responds to BW’s latest proposal we cannot say more.”

Seacor has joined Metropolitan Capital Advisors, Oppenheimer + Close and Robotti & Co and Sissener in expressing a positive public opinion on the merger.

Dorian’s board, whose members are beneficial owners of more than 25% of its stock, unanimously rejected the first BW offer but have yet to respond to its increased bid.

Lloyd’s List

BW LPG raises offer for Dorian LPG

By Inderpreet Walia

9 July 2018

Backed by BW Group, BW LPG has once again made an offer for Dorian LPG with an improved bid valued at 2.12 Dorian shares for each of its own, up from 2.05 shares offered previously

It is time to act now, says BW chief executive Martin Ackermann

BW LPG has made an improved offer for Dorian LPG after its previous offer was unanimously rejected by the Dorian board.

BW is offering Dorian shareholders 2.12 BW LPG shares for each Dorian share, up from 2.05 BW LPG shares, in an initial offer made on May 29.

“We believe that BWLPG is closing in on a fair price, but estimate that 2.3 BW LPG shares per Dorian share would be required in order to align post-transaction ownership with contribution to NAV [net asset value],” Arctic Securities said in a note.

“Based on the revised offer, Dorian shareholders would end up with a 46% stake in the combined company, while on our estimates, Dorian’s contribution to the combined NAV would be 47%.”

Oslo-listed BW LPG said the offer represented a value of $8.67 per Dorian share. Dorian's stock closed at $7.98 in New York on July 6.

The total equity value of the new transaction is about $479m, with a total enterprise value of about $1.1 bn, including the assumption of net debt.

BW LPG, whose parent BW Group owns 14.2% of Dorian, also announced its intention to nominate independent candidates for election to Dorian’s board.

While the Dorian board rejected BW LPG's initial offer for undervaluation, BW LPG said in a statement that it “had conversations with many shareholders of both companies, and [that] the sentiment to BW LPG’s merger proposal has been overwhelmingly positive with many shareholders expressing surprise at Dorian’s refusal to engage”.

“Dorian and its shareholders would benefit from significant synergies, increased market capitalisation, and a stronger credit profile,” BW said. “In addition, the increased scale of the combined company would translate into additional earnings and cash flow accretion for Dorian shareholders.”

In the statement outlining its improved offer, BW LPG chief executive Martin Ackermann said the “time to act is now”.

“By increasing our offer at this time, we are reaffirming BW LPG’s belief that this transaction will deliver significant value to both companies’ stakeholders and that the time to act is now,” he said. “It is evident from our discussions with Dorian shareholders that there is strong support for the companies to engage immediately regarding our proposed combination and capitalise on this compelling opportunity.”

The merger, if realised, will create a mega fleet that commands 25% of the world’s very large gas carriers and 17%-18% of total liquefied petroleum gas shipping capacity.

The Arctic note said: “In our view, consolidation certainly makes sense for both parties in the current depressed VLGC (very large gas carrier) market.

“We estimate that net Loan-to-Value in BW LPG would decline from 65% to 59% should the revised proposal be successful, and with BW LPG’s unparalleled relationship with banks, a refinancing of existing Dorian facilities would be a likely priority.

“Furthermore, with a total fleet of 70 VLGCs, BW LPG and Dorian would be the undisputed market leader, and the enlarged fleet would allow for better geographical coverage.”

TradeWinds

Norwegian investor adds voice to VLGC takeover drama

By Andy Pierce

26 June 2018

Sissener understands Dorian's rejection but calls for board to negotiate with BW LPG on $1.1bn takeover offer.

Norwegian investment firm Sissener has joined the debate around BW LPG’s proposed takeover of Dorian LPG, suggesting directors at the New York-listed company should sit down with the suitor and discuss a potential deal.

Andreas Sohmen-Pao’s BW LPG made a play for Dorian in May, but its “unsolicited” advances were knocked back publicly earlier this month.

Today, BW restated its interest in a deal, and called upon Dorian to negotiate, noting support for the deal from shareholders.

Metropolitan Capital Advisors, Oppenheimer + Close and Robotti & Co have previously spoken in favour of combining the two largest VLGC shipowners.

Viktor Sandland, portfolio manager at Sissener, which has a stake in both companies, told TradeWinds: “We think a business combination makes a lot of sense.”

He says Dorian’s decision to turn the offer down on the basis of having a more modern eco fleet and arguing the nav to nav share price could be higher had some merit.

However, he believes Dorian should talk with BW around a possible transaction.

“We think Dorian should negotiate in good faith, not just turn this offer down,” he said, explaining other shareholders also look favourably on a deal.

Sandland says some Dorian investors have raised concerns about the maturity of a bridge loan with DNB.

Sandland said he expected Dorian to address the refinancing and today it announced three agreements worth an aggregate $65.1m had been put in place to repay the loan.

However, the investor suggests a combined company would carry lower risk, have better access to financing and deliver cost synergies.

Hadjipateras hits back

In a statement on Tuesday night, Dorian chief executive John Hadjipateras said "Our board has been and will remain responsive to the views of our shareholders."

He says letters have been received from shareholders representing less than 5% of its stock expressing openness to the combination.

"In contrast, our board, whose members are beneficial owners of more than 25% of our outstanding shares, has unanimously concluded that BW LPG's proposal undervalues Dorian and is not in the best interests of Dorian and its shareholders," he added.

"To cite a few key financial metrics, the proposed transaction would be dilutive to Dorian's shareholders' earnings in 2018, would create a more leveraged enterprise from Dorian's perspective and fails to recognize that Dorian's equity contribution to the combined enterprise would exceed 50% of the total, based on 2018 relative EBITDA and existing debt levels."

He added the board has offered to meet with BW representatives to discuss the acquisition of BW LPG's eco ships without success.

"Our board is always open to opportunities that would enhance value for our shareholders and we are in regular communication with them. BW LPG's wish to have Dorian's shareholders subsidize its fleet renewal is not a reason compelling enough to divert us from our strategy to serve our own shareholders," Hadjipateras concluded.

As TradeWinds reported earlier today, Sohmen-Pao and BW LPG chief executive Martin Ackermann, wrote a second open letter to Dorian, restarting their interest in a transaction.

Time to talk?

Ackermann said: “We urge Dorian's board of directors to respond to its shareholders and engage with us.

“Since announcing the proposal, we have spoken with many BW LPG and Dorian shareholders and are pleased with the positive feedback we have received.”

While Dorian had contended a greater percentage of its VLGCs were eco ships, BW LPG said its owned VLGC fleet was “very modern” at an average of six years old.

BW LPG also claimed to be substantially more cost efficient on opex, finance and general and administrative costs, and a superior return on equity and cash flow generation given its lower debt.

Ackermann has previously told TradeWinds the combined company could be a leader in LPG fueling.

Today’s letter noted BW LPG had 19 vessels that could be upgraded to LPG dual-fuel propulsion, while Dorian has 17.

Lloyd’s List

BW LPG sends open letter to Dorian to revive merger offer

26 June 2018

BW LPG says it believes a proposed union with Dorian offers ‘a unique opportunity’ to maximise value for the shareholders of both companies

BW letter says that ‘we have engaged with a significant percentage of Dorian’s shareholder base and their response to the proposed transaction has been overwhelmingly positive’

BW LPG, whose proposed merger with Dorian LPG was rejected earlier this month, has sent an open letter to the New York-listed company saying shareholders from both companies recognise the “compelling benefits” of a combination.

At the end of May, Oslo-listed BW LPG offered 2.05 shares of the company for each Dorian share to acquire Dorian, whose shareholders would have had 45% of the proposed merged entity.

Dorian’s board unanimously declined the proposal, saying it undervalued the company in both absolute and relative terms. Instead, it proposed buying 17 ecoships of BW LPG’s fleet.

But now BW LPG has written to Dorian, saying it was “surprised” by the rejection and claiming that investors from both sides back a deal. It also says that it believes “certain key factors” of the original offer “were not fully appreciated”.

It said it had been in contact “with a significant percentage” of Dorian shareholders and the response has been “overwhelmingly positive”.

“The overall market response has been positive and reflective of the significant benefits of the proposed combination, including the creation of a leading VLGC player, significant synergies, increased market capitalisation, cashflow accretion, liquidity for Dorian shareholders and a stronger credit profile,” BW said in its letter.

BW LPG chief executive Martin Ackermann said he would “urge” Dorian’s board to “engage with us”.

“Since announcing the proposal, we have spoken with many BW LPG and Dorian shareholders and are pleased with the positive feedback we have received,” said Mr. Ackermann.

He added that shareholders from both companies recognise the “compelling benefits” of the proposed combination.

“We were surprised that Dorian’s board of directors rejected our proposal without giving us the opportunity to engage in a discussion,” Mr. Ackermann added.

Lloyd’s List

Dorian rejects BW LPG’s merger proposal, citing undervaluation

By Max Ting Yao Lin

15 June 2018

The world’s second-biggest VLGC owner says its fleet’s value was not reflected in the BW bid and proposes to buy 17 ecoships from BW instead. The rejection comes as Dorian slips into a first-quarter loss

DORIAN LPG’s board of directors has unanimously declined a merger proposal from BW LPG that could have a rare giant fleet in the fragmented liquefied petroleum shipping industry.

At the end of May, Oslo-listed BW LPG offered 2.05 shares of the company for each Dorian share to acquire Dorian, whose shareholders would have had 45% of the proposed merged entity.

In a company statement, New York-listed Dorian said the proposal undervalued BW LPG in both absolute and relative terms and instead proposed to buy the 17 ecoships on BW LPG’s fleet.

The offer failed to recognise “the value of Dorian's younger, more fuel-efficient ships” and “Dorian’s superior commercial performance”, according to the statement.

While the offer represented a premium to Dorian’s share price then, it was made when Dorian’s price was at its lowest level in 2018, the statement added.

“BW LPG’s indication of interest fails to recognise the value of Dorian’s 19 ecoships, comprising 86% of Dorian’s fleet of 22 ships,” chairman John Hadjipateras said in an open letter to BW Group chairman Andreas Sohmen-Pao.

“By contrast, only about 40% of BW LPG's 51-ship fleet consists of ecohips, and BW LPG's owned and operated fleet is considerably older than Dorian's.”

“Dorian has already invested substantial capital to comply with regulation-driven ship modifications. Our understanding is that the BW LPG fleet will require significant additional capital investment to modernise and comply with regulatory requirements.”

“Dorian shareholders should not be asked to subsidize BW LPG's fleet renewal, upgrade, and regulatory compliance costs.”

Also, Mr. Hadjipateras stressed that Dorian’s fleet achieved better commercial performances while its balance sheet was less leveraged compared to BW LPG.

Based on the merger proposal, BW LPG said it would dual-list shares of the merged entity in New York and Oslo for better liquidity.

But Mr. Hadjipateras said: “We believe the promise of increased liquidity is illusory, as there is limited investor overlap and little reason to believe BW LPG’s existing shareholders would change their currency trading preferences.”

The BW LPG merged entity, if realised, would have had an owned and operated fleet of 73 LPG tankers with capacity of 6m cu m, including 68 very large gas carriers, making it the world’s largest LPG carrier by far with 17-18% of the world’s total shipping capacity based on Lloyd’s List estimates.

Instead, Dorian has proposed its own merger proposal.

“Our board is willing to discuss acquiring or consolidating some or all of your 17 ecoships into our commercial platform. We believe that such a proposal would allow for a more transparent relative valuation and could be concluded relatively expeditiously,” Mr. Hadjipateras said.

“If your board is interested in this type of consolidation, we would be prepared to enter into discussions about its potential merits.”

In an emailed statement to Lloyd’s List, BW LPG chief executive Martin Ackermann said his company continued to believe the merger proposal is “a unique opportunity to maximize value for all shareholders” after receiving positive feedback from “a significant percentage of Dorian’s shareholder base”.

Among the supporters are Oppenheimer + Close and Robotti & C, two long term institutional shareholders in Dorian LPG that have publicly urged the Dorian board to back the merger and ultimately allow a shareholders’ vote on the proposal.

“In the two and a half weeks since disclosing our proposal, Dorian has yet to engage with us regarding this compelling opportunity,” Mr. Ackermann said.

“We urge Dorian to listen to its shareholders and engage with us to reach a mutually beneficial agreement that maximizes value.“

Dorian's rejection came as Dorian slipped into a loss for the first quarter with its vessel utilisation plagued by weak arbitrage economics for US exports.

The world’s second-largest owner of very large gas carrier posted a net loss of $3.5m from January to March, compared with the year-ago profit of $2m.

With total fleet utilisation rate falling to 79.2% from 96.3% in the first quarter of 2017, revenues decreased by 18% to $39m.

New York-listed Dorian’s young fleet recorded average time-charter equivalent earnings of $24,695 per day, similar to the earnings of $24,677 in the same period last year. This was above the market average.

“Despite experiencing lower fleet utilisation due to a weak LPG (liquefied petroleum gas) arbitrage environment in our fourth fiscal quarter, our VLGCs continue to earn a demonstrable premium,” chairman and chief executive John Hadjipateras said in a quarterly report.

“We believe this premium may become more pronounced following the implementation of new regulations to reduce sulphur emissions, and we are taking additional steps to optimise our fleet in advance of these regulations.

High propane price amid a colder-than-usual weather, coupled with several weather-related closures of the Houston Ship Channel, hampered the arbitrage flows from the US in the first quarter.

However, the company said US exports will recover in the second half of 2018 with rising domestic production while Australia will also provide additional supply from the Ichthys and Prelude projects.

In addition, Dorian is working on new financing arrangements to repay all of the outstanding amounts in a $97m bridge loan with DNB Capital in June 2017.

“We continue to strengthen our balance sheet without decreasing our exposure to a potential market recovery. In the near term, we remain cautiously optimistic about the outlook for the LPG tanker sector as industry fundamentals improve,” Mr. Hadjipateras said.

As the new financial agreements, if reached, would affect Dorian’s assessment of its financial position and liquidity, the company has delayed the filing of its annual report that was due on June 14. It will be issued by June 29.

“If there is a better deal to be done-that will be great," Schwarz said. "But what is most important is that the board of Dorian not lose this opportunity to facilitate the consolidation of the industry, which is the way value will be maximized for the company’s shareholders.”

Lloyd’s List

BW LPG launches all-share bid to acquire Dorian LPG

By Max Ting Yao Lin

29 May 2018

Backed by BW Group, BW LPG has offered 2.05 BW LPG shares for each Dorian share in a deal with $1.1bn enterprise value. The merged entity will control 25% of the world’s VLGCs, according to Lloyd's List estimates

BW LPG has launched an all-share bid to take over New York-listed Dorian LPG in an attempt to create a rare behemoth in the fragmented liquefied petroleum gas shipping industry.

In a company statement, the Oslo-listed tanker owner said it would offer 2.05 BW LPG shares for each Dorian share in the proposed transaction, with a total equity value of $441m on a net-asset-value basis. Total enterprise value is estimated at $1.1bn when net debt is included.

As part of the deal, BW LPG intends to dual-list on the New York Stock Exchange so Dorian shareholders can receive New York-listed shares. Dorian will own 45% of the proposed merged entity.

Based on BW LPG’s closing price and exchange rate on Monday, the offer represents a 13% premium to the closing price of Dorian’s shares last Friday. It also represents a 15% premium to the long-term historical exchange ratio of Dorian and BW LPG shares since Dorian went public in May 2014.

Dorian’s share price rose by over 5% on the news of the merger proposal.

Speaking to Lloyd’s List, BW LPG chief executive Marin Ackermann described the proposal as a “compelling” opportunity to maximise value for Dorian and BW LPG shareholders.

“We think Dorian will be more accepting of our shares [than cash],” Mr. Ackermann said.

In contrast to a cash offer, the all-stock offer would allow Dorian shareholders to maintain exposure to LPG shipping markets and BW LPG to preserve cash, he added.

The merged entity, if realised, will have an owned and operated fleet of 73 LPG tankers with capacity of 6m cu m, including 68 very large gas carriers.

Aside from being the world’s largest LPG tanker owner by far, this entity will control nearly 18% of total LPG shipping capacity and 25% of all VLGCs in operation, based on Lloyd’s List estimates.

“Combining Dorian’s high-quality fleet and operating platform with BW LPG’s vessels and expertise would create a larger combined fleet with better geographical coverage to drive value for our customers,” Mr. Ackermann said.

Asked whether this deal would draw the attention of competition authorities, Mr. Ackermann said: “The market is enormously competitive and the rates are not demonstrating any pricing power of anybody.”

Mutual benefits

According to BW LPG’s calculations, the merger will boost its annual revenue by $168m, annual earnings before interest, tax, depreciation and amortisation by $78m, and available liquidity by $56m.

Dorian shareholders will enjoy “a stronger credit profile that provides the financial flexibility to pursue an enhanced growth trajectory” and “expanded investor attention and enhanced trading liquidity as a result of greater market capitalisation,” BW Group chairman Andreas Sohmen-Pao said in a letter to Dorian chairman John Hadjipateras.

In addition, the merger will free up cash flows of $15m per annum through savings resulting from financial and operational synergies, according to BW LPG.

“We think highly of Dorian’s fleet, management and operating principles. The proposed combination would advance our vision to be a great shipping company, creating long-term value for our customers and shareholders,” Mr. Sohmen-Pao said.

Believer in consolidation

The offer for Dorian has come after BW Group raised its stakeholding in Dorian to 14.2% in January, making it the second largest shareholder.

Having acquired Aurora LPG with a mix of shares and cash in late 2016, BW LPG has long been reckoned to be a leading driver of industry consolidation.

“If it’s a merger of two equally strong companies, we will be stronger together,” Mr. Ackermann said.

The proposal will need to be approved by BW LPG and Dorian shareholders. BW Group, which owns 45% of BW LPG, has backed the deal.

BW LPG has made this offer public due to regulatory requirements arising from BW Group’s stakeholdings. In the letter to Mr. Hadjipateras, Mr. Sohmen-Pao said: “We would have preferred to present this proposal to you and to the Dorian board of directors confidentially.”