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.