FRO - Frontline Update on a Possible Business Combination with DHT Holdings, Inc.
(Thomson Reuters ONE) -
Frontline Ltd. (the "Company" or "Frontline") (NYSE: FRO) acknowledges that the
Board of Directors of DHT Holdings Inc. ("DHT") (NYSE: DHT) has publicly
rejected the Company's proposal to effectuate a business combination between the
Company and DHT.
Robert Hvide Macleod, Frontline's Chief Executive Officer, said, "We believe
that our offer to DHT shareholders is highly compelling since it provides a
meaningful upfront premium, while also giving all shareholders the opportunity
to realize the full benefit of the significant synergies and attractive upside
that a combined company would create."
The proposed offer made by Frontline, which represented a 19% premium to the
share price of DHT as of closing of January 27th, 2017 and 31% premium to the
60 day volume weighted average price, was stated to be "wholly inadequate" by
the Board of Directors of DHT, and not in the best interests of DHT's
shareholders. Rather than engaging in discussions with Frontline with the aim of
achieving the highest possible offer to create maximum shareholder value, the
Board of Directors of DHT adopted a one-year shareholder rights plan and has
since continued to refuse to enter into any discussions.
DHT also stated that the proposed offer represented an opportunistic attempt to
acquire DHT at a low point in the cycle, which Frontline finds irrelevant given
the all-share offer.
We believe the combination of Frontline and DHT would be better positioned to
participate in a market recovery than either company would on a stand-alone
basis. The combined company would be expected to create the largest public
tanker company by fleet size, market capitalization and trading liquidity. DHT
shareholders would be expected to benefit from a substantially lower G&A cost
per vessel and capitalize on synergy values. Finally, a superior access to debt
and equity capital markets would be expected to enhance free cash flow
generation further, maximizing value for both sets of shareholders.
As previously reported, Frontline, together with its affiliates, holds
15,356,009 shares of DHT, representing approximately 16.4% of DHT's outstanding
common stock based upon 93,433,804 common shares outstanding.
February 9, 2017
The Board of Directors
Frontline Ltd.
Hamilton, Bermuda
Questions should be directed to:
Robert Hvide Macleod: Chief Executive Officer, Frontline Management AS
+47 23 11 40 00 / +47 93 20 21 22 / robert.macleod(at)frontmgt.no
Inger M. Klemp: Chief Financial Officer, Frontline Management AS
+47 23 11 40 00 / +47 95 75 67 27 / inger.klemp(at)frontmgt.no
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 possible 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"). There can be no
assurance that any additional plan for a possible business combination with DHT
or other transaction will be developed or as to the terms or the timing of any
such plan or transaction. Any transaction would be subject to, among other
things, satisfactory due diligence review and negotiation and execution of
mutually satisfactory definitive transaction documentation. 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 failure to consummate the proposed business
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 tanker 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 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.
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: 09.02.2017 - 14:30 Uhr
Sprache: Deutsch
News-ID 523186
Anzahl Zeichen: 7809
contact information:
Town:
Hamilton
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 607 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"FRO - Frontline Update on a Possible Business Combination with DHT Holdings, Inc."
steht unter der journalistisch-redaktionellen Verantwortung von
Frontline Ltd. (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
