TIDMFRO 
 
 
   HAMILTON, BERMUDA - July 1, 2015 - Frontline Ltd. (NYSE/OSE/LSE: FRO) 
("Frontline") and Frontline 2012 Ltd. (NOTC: FRNT) ("Frontline 2012") 
have today 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 as a wholly-owned 
subsidiary.  Subsequent to the merger, this subsidiary is expected to 
merge into the Surviving Company (together, the "Combined Company") 
which will retain the Frontline Ltd. name. 
 
   Commenting on the transaction, Chairman of Frontline Ltd. and Frontline 
2012 Ltd., John Fredriksen stated:  "By merging Frontline and Frontline 
2012 we will regain Frontline's position as a leading tanker Company. 
The Combined Company will have a large fleet and a strong balance sheet 
which puts us in a position to gain further market share through 
acquisitions and consolidation opportunities. With the current strong 
tanker market and attractive cash break even rates, we believe the 
Combined Company will generate significant free cash. The intention is 
to pay out excess cash as dividends at the Board's discretion. I am very 
pleased with this merger and I am determined to develop and grow the 
Company further." 
 
   After the merger is completed the Combined Company expects to become one 
of the world's leading tanker companies with a total fleet of 
approximately 90 vessels, consisting of approximately 25 VLCCs, 17 
Suezmax tankers, 16 MR product tankers and 10 LR2 Aframax tankers. This 
includes approximately 20 vessels on time charter in or under commercial 
management. The Combined Company will also have a newbuilding program of 
approximately 22 vessels, which are scheduled to be delivered in the 
period 2015 - 2017. 
 
   Shareholders in Frontline 2012 as of the time the merger is completed 
will receive shares in Frontline as merger consideration. Pursuant to 
the Merger Agreement, one share in Frontline 2012 will give the holder 
the right to receive 2.55 shares in Frontline. The exchange ratio is 
based on June 30, 2015 NAV broker estimates for Frontline and Frontline 
2012. Frontline is expected to issue a total of approximately 584 
million shares to shareholders in Frontline 2012 following cancellation 
of treasury shares held by Frontline 2012 and Frontline 2012 shares held 
by Frontline (subject to rounding for fractional shares). 
 
   Frontline's ordinary shares are currently listed for trading on the New 
York Stock Exchange, the Oslo Stock Exchange and the London Stock 
Exchange and Frontline 2012's ordinary shares are currently registered 
on the Norwegian over-the-counter list (the "NOTC").  In accordance with 
the Merger Agreement, the Combined Company will continue Frontlines 
current three listings. 
 
   Completion of the merger is subject to the execution of certain 
definitive documents, customary closing conditions and regulatory 
approvals. The merger is also subject to approval by the shareholders of 
Frontline and Frontline 2012 in special general meetings expected to be 
held in the fourth quarter of 2015 and the merger is expected to close 
as soon as possible thereafter. 
 
   In connection with the special general meetings, Hemen Holding Limited 
("Hemen"), a company indirectly controlled by trusts established by John 
Fredriksen for the benefit of his immediate family, and holding 
approximately 13% of the ordinary shares in Frontline and approximately 
59% of the ordinary shares in Frontline 2012, and Ship Finance 
International Limited ("Ship Finance"), holding approximately 28% of the 
ordinary shares in Frontline, have entered into voting agreements to 
vote all of their respective shares in favor of the merger.  Approval of 
the merger requires that a minimum of 75% of the voting Frontline 2012 
shareholders and 50% of the voting Frontline shareholders vote in favor 
of the merger. 
 
   Following completion of the merger, Frontline will (subject to rounding 
for any fractional shares) have approximately 782 million shares 
outstanding and it is expected that Frontline's current two largest 
shareholders, Hemen and Ship Finance, will own approximately 52% and 7%, 
respectively, of the shares and votes in the Combined Company. 
 
   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 will file relevant materials 
with the Securities and Exchange Commission (the "SEC"), including a 
registration statement of Frontline on Form F-4 that will include a 
joint proxy statement of Frontline 2012 and Frontline that also 
constitutes a prospectus of Frontline, and the 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.Frontlineshipping.com.  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. 
 
   July 1, 2015 
 
   The Boards of Directors 
 
   Frontline Ltd. 
 
   Hamilton, Bermuda 
 
   Contact Persons: 
 
   Robert Hvide Macleod: CEO, Frontline Management AS 
 
 
   +47 23 11 40 84 
 
   Inger M. Klemp: CFO, Frontline Management AS 
 
   +47 23 11 40 76 
 
   This information is subject to 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#1933698 
 
 
  http://www.frontline.bm/ 
 

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