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Frontline Plc — M&A Activity 2023
Nov 22, 2023
6242_rns_2023-11-22_c5cd81d4-cadc-4617-9793-78cabcb5a891.html
M&A Activity
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FRO - Closing under the Share Purchase Agreement with CMB NV
FRO - Closing under the Share Purchase Agreement with CMB NV
Frontline plc ("Frontline") (NYSE and OSE: FRO), today announced that the sale
by Frontline of 13.7 million shares in Euronav NV ("Euronav") to CMB NV ("CMB")
has been completed. On 9 October 2023 Frontline announced that it had agreed on
an integrated solution to the strategic and structural deadlock in Euronav,
where Frontline had entered into agreements with Euronav to acquire a high-
quality ECO fleet of 24 VLCCs with an average age of 5.3 years, for an aggregate
purchase price of USD 2,350 million (the "Acquisition"). In connection with the
Acquisition, Frontline and Famatown Finance Limited ("Famatown") had agreed to
sell all their shares in Euronav (representing in aggregate 26.12% of Euronav's
issued shares) to CMB at a price of USD 18.43 per share (the "Share Sale").
All conditions precedent to the Share Sale, including approval of the inter-
conditionality of the Share Sale and the Acquisition by the Euronav shareholders
meeting and anti-trust approvals, have been fulfilled. The Share Sale
successfully closed today and Frontline and Famatown are no longer shareholders
in Euronav.
All of the vessels transfer agreements comprising the Acquisition have come into
effect, and closing under all of the vessels transfer agreements is expected to
take place mainly in the fourth quarter of 2023 and partly in the first quarter
of 2024.
As part of the overall agreement, the arbitration action filed by Euronav in
January 2023 following Frontline's withdrawal from their combination agreement
has also been effectively terminated, against nil consideration.
Advisors:
DNB Markets, a part of DNB Bank ASA is serving as financial advisor to
Frontline. Advokatfirmaet Schjødt AS, Advokatfirmaet Wiersholm AS and Allen &
Overy (Belgium) LLP are serving as legal counsel to Frontline in connection with
the Acquisition.
November 22, 2023
The Board of Directors
Frontline plc
Limassol, Cyprus
Questions should be directed to:
Lars H. Barstad: Chief Executive Officer, Frontline Management AS
+47 23 11 40 00
Inger M. Klemp: Chief Financial Officer, Frontline Management AS
+47 23 11 40 00
Forward-Looking Statements
Matters discussed in this announcement 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.
Frontline and its subsidiaries, desire to take advantage of the safe harbour
provisions of the Private Securities Litigation Reform Act of 1995 and is
including this cautionary statement in connection with this safe harbour
legislation. This announcement and any other written or oral statements made by
Frontline or its behalf may include forward-looking statements, which reflect
its current views with respect to future events and financial performance and
are not intended to give any assurance as to future results. When used in this
document, the words "believe," "anticipate," "intend," "estimate," "forecast,"
"project," "plan," "potential," "will," "may," "should," "expect" and similar
expressions, terms or phrases may identify forward-looking statements.
The forward-looking statements in this announcement are based upon various
assumptions, including without limitation, management's examination of
historical operating trends, data contained in our records and 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 Frontline's control, it cannot assure you that Frontline
will achieve or accomplish these expectations, beliefs or projections. Frontline
undertakes no obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise. In addition to these
important factors and matters discussed elsewhere herein, important factors
that, in Frontline's view, could cause actual results to differ materially from
those discussed in the forward-looking statements include the parties' ability
to obtain the necessary regulatory approvals and to meet other closing
conditions to complete the transactions referenced herein, as well as important
factors described from time to time in the reports and other documents,
including filings with the U.S. Securities and Exchange Commission.
This information is subject to the disclosure requirements pursuant to Section
5-12 the Norwegian Securities Trading Act