FRO - Reminder of Contemplated Closing of Merger with Frontline 2012; Key dates
(Thomson Reuters ONE) -
HAMILTON, BERMUDA - November 27, 2015
Reference is made to the announcement dated July 2, 2015, that Frontline Ltd.
(NYSE/OSE: FRO) ("Frontline") and Frontline 2012 Ltd. (NOTC: FRNT) ("Frontline
2012") 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 Norwegian over-
the-counter list (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 through the Oslo Stock Exchange 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 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, Frontline 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 disclaims any intention or obligation to
update any forward-looking statements as a result of developments occurring
after the date of this communication.
***
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
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 Ltd. via GlobeNewswire
[HUG#1969764]
Unternehmensinformation / Kurzprofil:
Datum: 27.11.2015 - 08:50 Uhr
Sprache: Deutsch
News-ID 436019
Anzahl Zeichen: 9858
contact information:
Town:
Hamilton
Kategorie:
Business News
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