FRO - FRONTLINE IN INITIAL DISCUSSIONS WITH DHT HOLDINGS, INC. FOR A POSSIBLE BUSINESS COMBINATION
(Thomson Reuters ONE) -
Frontline Ltd (FRO) has approached DHT Holdings, Inc. (NYSE: DHT) with a non-
binding proposal for a possible business combination where Frontline would
acquire all outstanding shares of common stock of DHT in a stock-for-stock
transaction at a ratio of 0.725 Frontline shares for each DHT share. The
proposal is subject to usual and customary conditions for transactions of this
nature. Frontline, together with its affiliates, has also acquired 15,356,009
shares of DHT, representing approximately 16.4% of DHT's outstanding common
stock based upon 93,366,062 common stock outstanding.
A combination of Frontline and DHT is expected to create the largest public
tanker company by fleet size, market cap, and trading liquidity. Assuming
significant cost synergies are achieved, as well as superior access to debt and
equity capital markets, Frontline believes a combined entity would generate
significant free cash flow and maximize value for both companies'
shareholders. However, no specific arrangement has been reached, and there can
be no assurance as to the certainty or timing of any potential business
combination.
Frontline, its affiliates and/or entities which are indirectly controlled by
trusts established by John Fredriksen for the benefit of his immediate family,
may at any time, and from time to time, acquire additional shares of DHT or
dispose of any or all shares it owns depending upon an ongoing evaluation of the
investment in the shares, prevailing market conditions, other investment
opportunities, other investment considerations and/or other factors.
Frontline further reserves the right to act in concert with any other
shareholders of DHT, or other persons, for a common purpose should it determine
to do so, and/or to recommend courses of action to DHT, its management, Board of
Directors, other shareholders and other persons.
A copy of a press release issued by DHT with respect to the possible business
combination is attached. There can be no assurance that any additional plan for
a transaction will be developed or as to the terms or the timing of any such
plan or transaction. Any transaction would among other things be subject to
satisfactory due diligence review and negotiation and execution of mutually
satisfactory definitive transaction documentation. Frontline will update the
market on any further developments in line with applicable regulations.
January 30, 2017
The Board of Directors
Frontline Ltd.
Hamilton, Bermuda
Contacts:
Robert Hvide Macleod: Chief Executive Officer, Frontline Management AS
+47 23 11 40 84
Inger M. Klemp: Chief Financial Officer, Frontline Management AS
+47 23 11 40 76
Additional Information
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. This
communication relates to a business combination transaction with DHT proposed by
Frontline, which may become the subject of a registration statement filed with
the Securities and Exchange Commission (the "SEC"). This material is not a
substitute for the prospectus and/or proxy statement Frontline would file with
the SEC regarding the proposed transaction if such a negotiated transaction with
DHT is reached or for any other document which Frontline may file with the SEC
or send to DHT or Frontline stockholders in connection with the proposed
transaction. INVESTORS AND SECURITY HOLDERS OF Frontline AND DHT ARE URGED TO
READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION. Such documents would be available free of charge
through the web site maintained by the SEC at www.sec.gov.
Forward-Looking Statements
Matters discussed in this communication may constitute forward-looking
statements. The Private Securities Litigation Reform Act of 1995 provides safe
harbor protections for forward-looking statements, which 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 "believe", "anticipate", "intends",
"estimate", "forecast", "project", "plan", "potential", "may", "should",
"expect", "pending" and similar expressions identify forward-looking statements.
The forward-looking statements in this communication are based upon various
assumptions. Although we believe 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 our control, we cannot assure you that we will achieve or accomplish
these expectations, beliefs or projections. The information set forth herein
speaks only as of the date hereof, and we disclaim any intention or obligation
to update any forward-looking statements as a result of developments occurring
after the date of this communication. In addition to these important factors and
matters discussed elsewhere herein, important factors that, in our view, could
cause actual results to differ materially from those discussed in the forward-
looking statements include DHT's failure to accept Frontline's proposal and
enter into a definitive agreement to effect the transaction, fluctuations in the
value of Frontline common shares issued in connection with the proposed
acquisition, the strength of world economies, fluctuations in currencies and
interest rates, general market conditions, including fluctuations in charter
hire rates and vessel values, changes in demand in the dry bulk market, changes
in our operating expenses, including bunker prices, drydocking and insurance
costs, the market for our 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, political events or acts by terrorists, and
other important factors described from time to time in the reports filed by the
Frontline with the Securities and Exchange Commission.
This information is subject to the disclosure requirements of section 5-12 of
the Norwegian Securities Trading Act.
DHT Holdings:
http://hugin.info/182/R/2074252/779784.pdf
This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Frontline Ltd. via GlobeNewswire
Unternehmensinformation / Kurzprofil:
Datum: 30.01.2017 - 08:58 Uhr
Sprache: Deutsch
News-ID 520593
Anzahl Zeichen: 7666
contact information:
Town:
Hamilton
Kategorie:
Business News
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"FRO - FRONTLINE IN INITIAL DISCUSSIONS WITH DHT HOLDINGS, INC. FOR A POSSIBLE BUSINESS COMBINATION"
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