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Frontline Plc — M&A Activity 2023
Oct 5, 2023
6242_rns_2023-10-05_ec8a0578-10ca-4a36-997f-5d6f8c99ec18.html
M&A Activity
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FRO - Reference to stock announcement by Euronav BV
FRO - Reference to stock announcement by Euronav BV
With reference to the stock announcement by Euronav BV ("Euronav") on 5 October
2023, Frontline plc ("Frontline" or the "Company") confirms that Frontline, CMB
NV ("CMB") and Euronav, are in discussions on an integrated solution to the
strategic and structural deadlock in Euronav.
The potential transaction, which is subject to board approval and documentation,
comprises the following interdependent elements:
* Frontline would acquire a modern fleet of 24 VLCC tankers from the Euronav
fleet for $2.35 billion, subject to completion of the below-mentioned share
purchase and to approval by shareholders voting at a Special General Meeting
of Euronav. This transaction requires the application of the related party
procedure under Belgian law (the "Acquisition")
* Frontline and Famatown will agree to sell all their shares (representing
26.12% of Euronav's issued shares) in Euronav to CMB at a price of USD
18.43 per share (the "Share Sale") to be followed by a public mandatory
takeover at the same price.
* Euronav's pending arbitration action against Frontline and affiliates would
be terminated conditional to the Share Sale.
Subject to documentation, Frontline will fully finance the Acquisition through
the sale of Frontline's shares in Euronav to CMB and an attractive long term
debt package.
The discussions between the parties are well advanced. However, there can be no
certainty that these discussions will lead to an agreement. The aforementioned
is in any case subject to all necessary internal approvals of the involved
parties. If the negotiations would result in a formal agreement, such agreement
will be subject to customary competition clearance procedures and any required
approval procedures with the financial market authorities in Belgium and the
U.S.
Frontline will inform the market of future developments in accordance with
applicable laws and regulations.
October 5, 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 important factors
described from time to time in the reports and other documents, including
filings with the U.S. Securities and Exchange Commission.
No Offer Or Solicitation
This announcement 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.
This information is subject to the disclosure requirements pursuant to Section
5-12 the Norwegian Securities Trading Act.