Frontline Plc — M&A Activity 2022

Jul 11, 2022

FRO - Frontline Ltd. considers voluntary public takeover bid on Euronav NV

FRO - Frontline Ltd. considers voluntary public takeover bid on Euronav NV

Notice in accordance with article 8, §1 of the Royal Decree of 27 April 2007 on

Public Takeover Bids

Hamilton, Bermuda 11 July 2022

Frontline Ltd. ("FRO" or "Frontline") (NYSE: FRO - OSE: FRO) is pleased to

announce that it has entered into a definitive Combination Agreement with

Euronav NV ("EURN" or "Euronav") (NYSE: EURN - Euronext Brussel: EURN) for a

stock-for-stock combination based on an exchange ratio of 1.45 FRO shares for

every 1.0 EURN share (the "Combination"), which was unanimously approved by all

the members of Frontline's Board of Directors and by all members of Euronav's

Supervisory Board. The agreement memorialises the principal aspects of the

previously announced term sheet that was signed on 7 April 2022.

Combination Structure

* The proposed Combination is structured as a voluntary conditional exchange

offer (the "Tender Offer") by Frontline for all outstanding shares of

Euronav at an exchange ratio of 1.45 Frontline shares for 1.0 Euronav share,

possibly followed by a simplified squeeze out, with the aim to then propose

a merger of Euronav into Frontline to Frontline's and Euronav's shareholders

as soon as possible thereafter (the "Merger").Based on Frontline share price

USD 8.34 per share (as of US close 8th July 2022), the proposed exchange

rate represents a value of USD 12.09 per Euronav share. The combined Net

Revenue and EBITDA for the two companies in 2021 was approximately USD 668

million and USD 246 million, respectively.

* Assuming all Euronav shares are tendered in the Tender Offer, and following

the private acquisitions of Euronav shares in exchange for Frontline shares

undertaken in May and June, the combined company will be held as follows:

approximately 55% by existing Euronav shareholders and approximately 45% by

existing Frontline shareholders.

* The completion of the Tender Offer will be conditioned upon Frontline owning

post Tender Offer at least 50% +1 of all the outstanding shares in Euronav

(excluding treasury shares unable to be tendered), the relocation of

Frontline to Cyprus, the absence of material adverse change, the receipt of

required regulatory approvals and other customary conditions. Frontline

together with its affiliate Famatown Finance Limited currently already own

37,881,478 shares in Euronav or 18.8% of the total outstanding shares

(excluding treasury shares)(1).

* Prior to the Tender Offer completion, Euronav will be allowed to pay a

dividend for a total amount of USD 0.09 per Euronav share and Frontline will

be allowed to pay a dividend of USD 0.15, both with no impact on the

exchange ratio; for any dividends from Frontline in excess of such amount,

the Euronav shareholders accepting the Tender Offer will receive a

compensation per Euronav share equal to the dividend amount per Frontline

share times 1.45.

* The combined group will be named Frontline, incorporated and headquartered

in Cyprus and will in addition continue to operate from various offices in

Europe and Asia including Belgium, Norway, UK, Singapore and Greece

* The combined group will be listed on Euronext Brussels, OSE and NYSE upon

Tender Offer completion

Following completion of the Tender Offer, the governance and senior leadership

of the combined group will be as outlined under the header "senior leadership

and governance". Euronav and Frontline will endeavour to complete a full legal

merger. Should after completion of the Tender Offer a simplified squeeze-out or

legal merger of both companies not yet be feasible, then during such interim

period to the full merger, Euronav will retain its separate listing on Euronext

Brussels and the New York Stock Exchange, and Euronav governance as well as

further integration, joint projects and synergies shall be further organized

taking into account legal obligations of Euronext Brussels listed issuers,

including article 7:97 of the Belgian Code of companies and associations.

Senior Leadership and Governance

The combined group will be headed by Mr. Hugo De Stoop as Chief Executive

Officer. Hugo De Stoop has a strong track record of sustainable value creation.

His experience will support the speed of execution of the Combination, allowing

the combined group to manoeuvre with efficiency in a tanker industry undergoing

rapid and fundamental changes.

The combined group will benefit from an efficient governance structure designed

to promote effective performance, with a one-tier Board limited to seven

directors, the majority of whom, including the Chair, will be independent.

Upon completion of a legal merger or as soon as Frontline holds 75% or more of

Euronav's outstanding shares (excluding treasury shares held by Euronav), three

of the current independent directors of Euronav will be appointed to the

combined group's board. Up to two non-independent directors will be nominated by

Frontline's largest shareholder Hemen Holding Ltd. ("Hemen"), and two new

independent directors will be identified by Euronav and Hemen jointly, including

the Chair of the board of the combined group. Frontline CEO, Mr. Lars H.

Barstad, will join the Board of the combined group as a representative of Hemen

Holding Ltd.

Should there be an interim period between completion of the Tender Offer and the

completion of a legal merger (or as soon as Frontline holds less than 75% of

Euronav's outstanding shares (excluding treasury shares held by Euronav), then

upon completion of the Tender Offer a one-tier board comprising seven directors

will be implemented by Frontline, with the following nomination rights to

reflect a proper balance of representation within the boardroom: three of the

current independent directors of Euronav will be appointed to the combined

group's board as independent directors, up to three non-independent directors

will be nominated by Hemen, and one new independent director-the Chair of the

combined group-will be identified by Euronav and Hemen jointly.

In order to ensure efficient execution of the Combination, an integration

committee is preparing the integration plan to be implemented immediately

following the closing of the Tender Offer.

Indicative Timetable and Next Steps

Frontline will be relocated from Bermuda to Cyprus prior to the launch of the

Tender Offer. The Tender Offer is expected to be launched in Q4 2022, once the

relocation is achieved, and Frontline intends to proceed with a simplified

squeeze out if the conditions therefore are met.

The Merger will be pursued as soon as possible following the Tender Offer, with

the aim then being to submit the Merger to the Frontline and Euronav

shareholders' meetings. In the meantime, the parties will pursue all the

corporate and other steps necessary for the Combination.

Advisors

Lazard is serving as financial advisor to Euronav. Freshfields Bruckhaus

Deringer LLP is serving as legal counsel to Euronav. ABG Sundal Collier ASA is

serving as financial advisor to Frontline and DNB Markets, a part of DNB Bank

ASA, has acted as financial advisor to the independent part of the Frontline

Board. Advokatfirmaet Schjødt AS, Allen & Overy LLP, Seward & Kissel LLP and MJM

Limited are serving as legal counsel to Frontline in connection with the

combination. KPMG is advising Frontline on tax related matters.

NO FORMAL NOTIFICATION OF TAKEOVER BID UNDER BELGIAN TAKEOVER RULES

This notice is merely an expression of an intention and does not constitute a

formal notification of a takeover bid within the meaning of the Royal Decree of

27 April 2007 and the Law of 1 April 2007 on Public Takeover Bids.

If Frontline decides to formally launch the Tender Offer, it will deposit a file

for this purpose with the Belgian Financial Services and Markets Authority

(FSMA), including a draft prospectus. The Euronav Supervisory Board will then

examine the draft prospectus and present its detailed opinion in a response

memorandum. If Frontline decides not to proceed with the Tender Offer, it will

report about this in accordance with its legal obligations.

Forward-Looking Statements

Matters discussed in this press release may constitute forward-looking

statements. The Private Securities Litigation Reform Act of 1995 (the "Reform

Act") provides safe harbor protections for forward- looking statements within

the meaning of the Reform Act. 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. Frontline and Euronav desire to take advantage of the safe

harbor provisions of the Reform Act and is including this cautionary statement

in connection with this safe harbor legislation. The words "believe",

"anticipate", "intends", "estimate", "forecast", "project", "plan", "potential",

"may", "should", "would", "will", "expect", "pending" and similar expressions

identify forward-looking statements.

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, Euronav and Frontline management's examination of

historical operating trends, data contained in company records and other data

available from third parties. Although Euronav and Frontline management 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 the companies' control, there

can be no assurance that Frontline or Euronav will 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 include the ability of Frontline and Euronav to successfully complete

the proposed combination on anticipated terms and timing, including, among other

things, obtaining required shareholder and regulatory approvals, the occurrence

of the Merger, unforeseen liabilities, future capital expenditures, revenues,

expenses, earnings, synergies, economic performance, indebtedness, financial

condition, losses, future prospects, business and management strategies,

expansion and growth of the combined group's operations and other important

conditions to the completion of the acquisition, risks relating to the

integration of operations of Frontline and Euronav and the possibility that the

anticipated synergies and other benefits of the proposed combination will not be

realized or will not be realized within the expected timeframe, the outcome of

any legal proceedings related to the proposed combination, the failure of

counterparties to fully perform their contracts with Frontline or Euronav, the

strength of world economies and currencies, general market conditions, including

fluctuations in charter rates and vessel values (including the possibility of a

material decline or prolonged weakness in such rates), changes in demand for

tanker vessel capacity, changes in the companies' operating expenses, including

bunker prices, dry-docking and insurance costs, the market for the companies'

vessels, availability of financing and refinancing to meet the capital needs of

the combined group, charter counterparty performance, ability to obtain

financing and comply with covenants in such financing arrangements, changes in

governmental rules and regulations or actions taken by regulatory authorities in

the tanker industry, including without limitation, legislation adopted by

international organizations such as the International Maritime Organization and

the European Union or by individual countries, 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, crew wages, changes in demand for oil and petroleum

products, including but not limited as a result of inflation, and instances of

off-hires and other factors. Please see Frontline's and Euronav's filings with

the U.S. Securities and Exchange Commission (the "SEC") for a more complete

discussion of these and other risks and uncertainties.

You are cautioned not to place undue reliance on Frontline's and Euronav's

forward-looking statements. These forward-looking statements are and will be

based upon Frontline and Euronav management's then-current views and assumptions

regarding future events and operating performance, and are applicable only as of

the dates of such statements. Neither Frontline nor Euronav assumes any duty to

update or revise forward-looking statements, whether as a result of new

information, future events or otherwise, as of any future date.

IMPORTANT INFORMATION FOR INVESTORS

Frontline Relocation

Frontline intends to file with the SEC a registration statement on Form F-4 with

a proxy statement containing information about the relocation. Frontline will

mail a final prospectus and proxy information and other relevant documents after

the SEC completes its review. Frontline shareholders are urged to read the

preliminary prospectus, including the information and any amendments thereto and

the final prospectus in connection with the solicitation of proxies for the

special meeting(s) to be held to approve the relocation, because these documents

will contain important information about Frontline and the proposed relocation.

The final prospectus and the proxy information will be mailed to Frontline

shareholders of a record date to be established for voting on the proposed

transaction. Frontline shareholders will also be able to obtain a free copy of

the proxy statement, as well as other filings containing information about

Frontline without charge, at the SEC's website (www.sec.gov). Copies of the

filings with the SEC can also be obtained, without charge, by directing a

request to: Anders Søvde Henriksen, anders.henriksen@frontmgt.no. Additionally,

all documents filed with the SEC can be found on Frontline's website,

https://www.frontline.bm/sec-filings/. The information on Frontline's website is

not incorporated by reference into this press release.

Exchange Offer

The exchange offer described in this press release has not yet commenced. This

announcement is for informational purposes only and is neither a recommendation,

nor an offer to purchase nor a solicitation of an offer to sell any ordinary

shares of Frontline or any other securities, nor is it a substitute for any

offer materials that Frontline or Euronav will file with the SEC. At the time

the exchange offer is commenced, a tender offer statement on Schedule TO,

including an offer to exchange, a letter of transmittal and related documents,

and a Registration Statement on Form F-4 will be filed with the SEC by

Frontline. In addition, a Solicitation/Recommendation Statement on Scheduled

14D-9 will be filed with the SEC by Euronav with respect to the exchange offer.

The offer to exchange all outstanding ordinary shares of Euronav will only be

made pursuant to the offer to exchange, the letter of transmittal and related

documents filed as part of the Schedule TO and no offering of securities shall

be made, except by means of a prospectus meeting the requirements of Section 10

of the U.S. Securities Act of 1933, as amended. INVESTORS AND SECURITY HOLDERS

ARE URGED TO READ THE TENDER OFFER STATEMENT, REGISTRATION STATEMENT AND THE

SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE EXCHANGE OFFER, AS THEY MAY

BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE

THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS

SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING EXCHANGING THEIR EURONAV

SHARES, INCLUDING THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER. Investors and

security holders may obtain a free copy of these documents (when available) and

other documents filed with the SEC at the website maintained by the SEC at

www.sec.gov or by directing such requests to the information agent for the

exchange offer, which will be named in the tender offer statement. Investors may

also obtain, at no charge, the documents filed or furnished to the SEC by

Euronav under the "SEC Filings" section of Euronav's website at

https://www.euronav.com/en/investors/company-news-reports/sec-filings/ and by

Frontline at https://www.frontline.bm/sec-filings/. The information on these

websites is not incorporated by reference into this press release.

In addition, you will be able to obtain free copies of these documents by

contacting the investor relations department of Frontline or Euronav at the

following:

+---------------------------------------+--------------------------------------+

|Euronav NV |Frontline Ltd. |

+---------------------------------------+--------------------------------------+

| |Lars H. Barstad |

| | |

|Mr. Brian Gallagher Euronav Investor|Chief Executive Officer, Frontline|

|Relations Tel: +44 20 7870 0436 |Management AS |

| | |

|Email: IR@euronav.com |Tel: +47 23 11 40 37 |

|  |Email: lba@frontmgt.no |

+---------------------------------------+--------------------------------------+

The information included in this announcement is defined as inside information

pursuant to article 7 of the Market Abuse Regulation and is publicly disclosed

by Frontline in accordance with article 17 of the Market Abuse Regulation and

section 5-12 of the Norwegian Securities Trading Act.

NO OFFER OR SOLICITATION

This press release shall not constitute an offer to sell or the solicitation of

an offer to buy, sell, or solicit any securities or any proxy vote or approval,

nor shall there be any sale of securities in any jurisdiction in which such

offer, solicitation or sale would be unlawful prior to registration or

qualification under the securities laws of any such jurisdiction. No offering of

securities shall be made except by means of a prospectus meeting the

requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

About Frontline Ltd.

Frontline is an independent tanker company engaged in the ocean transportation

of crude oil. The company is incorporated in Bermuda and headquartered in Oslo,

Norway with commercial offices in London, UK. Frontline is listed on both the

NYSE and OBX exchange in Oslo under the symbol FRO. Frontline employs its fleet

both on the spot and period market. Frontline's owned and operated fleet

consists of 18 VLCCs (with further five due for delivery in 2022), 29 Suezmaxes

and 20 LR2/Aframax tankers.

About Euronav NV

Euronav is an independent tanker company engaged in the ocean transportation and

storage of crude oil. The company is headquartered in Antwerp, Belgium, and has

offices throughout Europe and Asia. Euronav is listed on Euronext Brussels and

on the NYSE under the symbol EURN. Euronav employs its fleet both on the spot

and period market. VLCCs on the spot market are traded in the Tankers

International pool of which Euronav is one of the major partners. Euronav's

owned and operated fleet consists of 2 V-Plus vessels, 40 VLCCs (with further

three under construction), 24 Suezmaxes (of which two vessels time chartered in)

with a further three under construction and 2 FSO vessels under long term

contract.

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(1) Or 17.22% including in the denominator the treasury shares currently held by

Euronav. The transparency notification made by C.K. Limited can be found via

this link:

https://www.euronav.com/nl/investeerders/nieuws/persberichten/2022/openbaarmaking-

van-een-transparantiekennisgeving-4/