FRNT - Reminder of Contemplated Closing of Merger with Frontline; Key dates
(Thomson Reuters ONE) -
HAMILTON, BERMUDA - November 27, 2015
Reference is made to the announcement dated July 2, 2015, that Frontline 2012
Ltd. (NOTC: FRNT) ("Frontline 2012") and Frontline Ltd. (NYSE/OSE: FRO)
("Frontline") have entered into an agreement and plan of merger, pursuant to
which the two companies have agreed to enter into a merger transaction, with
Frontline as the surviving legal entity and Frontline 2012 becoming a wholly-
owned subsidiary of Frontline.
As previously announced, Frontline 2012 and Frontline will hold special general
meetings of shareholders to approve the merger on November 30, 2015. Subject to
the approval by the companies' special general meetings, it is contemplated to
close the merger on November 30, 2015, following close of trade on the Oslo
Stock Exchange and close of the NOTC.
Pending the consummation of the merger, which remains subject to shareholder
approval, the following indicative timetable contains important dates relating
to the merger and the commencement of trading of the new shares of Frontline
issued as merger consideration to former Frontline 2012 shareholders (the
"Merger Shares") on the Oslo Stock Exchange (subject to change):
November 30, 2015
* Special General Meetings of Frontline and Frontline 2012 to approve the
merger.
* Last day of trading in Frontline 2012 shares inclusive of right to receive
Merger Shares. Last day of listing of Frontline 2012 on the NOTC.
* Registration of the completion of the merger with the Registrar of Companies
in Bermuda (after close of trading on the Oslo Stock Exchange and close of
the NOTC).
December 1, 2015
* First day of trading on the Oslo Stock Exchange in the Merger Shares.
December 2, 2015
* Record date for shareholders in Frontline 2012 with right to Merger Shares.
December 3, 2015
* Delivery of Merger Shares to eligible Frontline 2012 shareholders' accounts
at the Norwegian Central Securities Depository (VPS). Trades during the
period until delivery of the Merger Shares to eligible Frontline 2012
shareholders' VPS accounts will be settled on a T+2 basis. No account-to-
account transactions and no transactions with settlement prior to December
3, 2015 will be allowed in the Merger Shares in this period.
Shareholders of Frontline 2012 as of the expiry of November 30, 2015 (cut-off
date) as they will appear in Frontline 2012's shareholders register with the VPS
as of expiry of December 2, 2015 (record date), will receive 2.55 Merger Shares
in Frontline for each share they own in Frontline 2012 as of expiry of the cut-
off date as recorded with the VPS on the record date, rounded down to the
nearest whole common share. Frontline will not issue any fractional shares and
each holder of a fractional share interest will be paid an amount in cash
(without interest).
Any changes in the indicative timing of the consummation of the merger will be
published by Frontline 2012 through the NOTC information system.
Important Information for Investors and Shareholders
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval. In
connection with the proposed transaction between Frontline and Frontline 2012,
Frontline has filed relevant materials with the Securities and Exchange
Commission (the "SEC"), including a registration statement of Frontline on Form
F-4 (File No. 333-206542), initially filed on August 24, 2015 and subsequently
amended, that includes a joint proxy statement of Frontline 2012 and Frontline
that also constitutes a prospectus of Frontline. The registration statement was
declared effective by the SEC on November 9, 2015. A definitive joint proxy
statement/prospectus has been mailed to shareholders of Frontline 2012 and
Frontline. INVESTORS AND SECURITY HOLDERS OF FRONTLINE 2012 AND FRONTLINE ARE
URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL
BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders
will be able to obtain free copies of the registration statement and the joint
proxy statement/prospectus (when available) and other documents filed with or
furnished to the SEC by Frontline through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with or furnished to the SEC
by Frontline will be available free of charge on Frontline's website at
http://www.frontline.bm. Additional information regarding the participants in
the proxy solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the joint
proxy statement/prospectus and other relevant materials to be filed with or
furnished to the SEC when they become available.
Forward-Looking Statements
Matters discussed in this press release may constitute forward-looking
statements. Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance, and underlying
assumptions and other statements, which are other than statements of historical
facts. Words, such as, but not limited to "believe," "anticipate," "intends,"
"estimate," "forecast," "project," "plan," "potential," "may," "should,"
"expect," "pending" and similar expressions identify forward-looking statements.
Forward-looking statements include, without limitation, statements regarding:
* The effectuation of the transaction between Frontline and Frontline 2012
described above;
* The delivery to and operation of assets by Frontline;
* Frontline's and Frontline 2012's future operating or financial results;
* Future, pending or recent acquisitions, business strategy, areas of possible
expansion, and expected capital spending or operating expenses; and
* Tanker market trends, including charter rates and factors affecting vessel
supply and demand.
The forward-looking statements in this press release are based upon various
assumptions, many of which are based, in turn, upon further assumptions,
including without limitation, examination of historical operating trends, data
contained in records and other data available from third parties. Although
Frontline 2012 believes that these assumptions were reasonable when made,
because these assumptions are inherently subject to significant uncertainties
and contingencies which are difficult or impossible to predict and are beyond
the control of Frontline 2012, Frontline 2012 cannot assure you that they, or
the combined company, will achieve or accomplish these expectations, beliefs or
projections. In addition to these important factors, other important factors
that could cause actual results to differ materially from those discussed in the
forward-looking statements, including the strength of world economies and
currencies, general market conditions, including fluctuations in charter rates
and vessel values, changes in demand for tanker shipping capacity, changes in
the combined company's operating expenses, including bunker prices, drydocking
and insurance costs, the market for the combined company's vessels, availability
of financing and refinancing, changes in governmental rules and regulations or
actions taken by regulatory authorities, potential liability from pending or
future litigation, general domestic and international political conditions,
potential disruption of shipping routes due to accidents or political events,
vessels breakdowns and instances of off-hires and other factors. Please see
Frontline's filings with the SEC and the Prospectus for a more complete
discussion of these and other risks and uncertainties.
The information set forth herein speaks only as of the date hereof, and
Frontline 2012 disclaims any intention or obligation to update any forward-
looking statements as a result of developments occurring after the date of this
communication.
***
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Frontline 2012 Ltd. via GlobeNewswire
[HUG#1969765]
Unternehmensinformation / Kurzprofil:
Datum: 27.11.2015 - 08:50 Uhr
Sprache: Deutsch
News-ID 436016
Anzahl Zeichen: 9746
contact information:
Town:
Hamilton
Kategorie:
Business News
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