FRO - Frontline Ltd. announces date of Special General Meeting of Shareholders to approve the previously announced merger wit...
26 October 2015 - 6:40PM
HAMILTON, BERMUDA - October 26,
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, pursuant to which the two companies have agreed to
enter into a merger transaction, with Frontline as the surviving
legal entity and Frontline 2012 becoming a wholly-owned subsidiary
of Frontline.
Frontline advises that its Special
General Meeting of Shareholders (the "Special Meeting") to approve
the merger transaction will be held on Monday November 30, 2015,
subject to timely effectiveness of the joint proxy
statement/prospectus of Frontline.
Frontline has fixed the close of
business on Monday November 2, 2015 as the record date for the
determination of the shareholders entitled to receive notice and
vote at the Special Meeting or any adjournments or postponements
thereof.
Formal notices of the Special
Meeting and the joint proxy statement/prospectus will be sent to
shareholders as of the record date.
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), initially filed on August 24,
2015 and subsequently amended, 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.
Hamilton, Bermuda
October 26, 2015
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#1961308
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