26/10-2015 08:40:00: (FRO, FRO.N, FROO.ST, E-FROO.BTSE) FRO - Frontline Ltd. announces date of Special General Meeting of Shareholders to approve the previously announced merger with Frontline 2012
HAMILTON, BERMUDA - October 26, 2015
Reference is made to the announcement dated July 2, 2015, that Frontline Ltd.
(NYSE/OSE/LSE: FRO) (âFrontlineâ) and Frontline 2012 Ltd. (NOTC: FRNT)
(âFrontline 2012â) 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 âSpecial
Meetingâ) 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 âSECâ), 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 Frontlineâs 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 âbelieve,â âanticipate,â âintends,â
âestimate,â âforecast,â âproject,â âplan,â âpotential,â âmay,â âshould,â
âexpect,â âpendingâ 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;
-
Frontlineâs and Frontline 2012âs 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
companyâs operating expenses, including bunker prices, drydocking and insurance
costs, the market for the combined companyâs 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 Frontlineâs
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
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