FRO Frontline

 
TIDMFRO 
 
   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 
 
 
  http://www.frontline.bm/ 
 

(END) Dow Jones Newswires

August 25, 2015 02:41 ET (06:41 GMT)

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