FRO - Frontline Ltd. announces date of Special General Meeting of Shareholders to approve the previously announced merger wit...
26 October 2015 - 6:43PM
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.
HUG#1961308
CONTACT: Inger Marie Klemp (CFO), +47 23 11 40 00
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