FRO - Announces filing of registration statement with the United States Securities and Exchange Commission
August 25 2015 - 2:41AM
HAMILTON, BERMUDA - August 25, 2015 - Reference is
made to the announcement dated July 2, 2015, that Frontline
Ltd. (NYSE/OSE/LSE: FRO) ("Frontline") and Frontline
2012 Ltd. (NOTC: FRNT) ("Frontline 2012") have entered into an
agreement and plan of merger (the "Merger Agreement"), pursuant to
which the two companies have agreed to enter into a merger
transaction, with Frontline as the surviving legal entity ("the
"Surviving Company") and Frontline 2012 becoming a wholly-owned
subsidiary of Frontline Frontline has on August 24, 2015, filed a
registration statement with the United States Securities and
Exchange Commission ("SEC") covering the common shares to be issued
by Frontline to Frontline 2012's shareholders in the merger.
The shareholders' meetings of each of Frontline and Frontline 2012
are scheduled to be held after the registration statement is
declared effective. The effectiveness of the registration statement
is subject, among other things, to SEC review.
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) , filed on August
24, 2015 that includes a joint proxy statement of Frontline 2012
and Frontline that also constitutes a prospectus of Frontline. The
registration statement has not yet become effective. After the
registration statement is declared effective by the SEC, a
definitive joint proxy statement/prospectus will be 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 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.
August 25, 2015
Frontline Ltd.
Hamilton, Bermuda
This information is subject of the disclosure
requirements pursuant to section 5-12 of the Norwegian Securities
Trading Act.
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX 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
HUG#1947329
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