DHT Holdings, Inc. Announces Receipt of Non-binding Proposal, Adopts One-Year Shareholder Rights Plan
January 29 2017 - 6:33PM
HAMILTON, BERMUDA, January 29, 2017 - DHT Holdings, Inc. (NYSE:
DHT) today announced that it has received a non-binding, highly
conditional proposal from Frontline Ltd. (NYSE/OSE: FRO) to acquire
all of the outstanding shares of common stock of DHT in a
stock-for-stock transaction. Frontline has proposed a ratio of
0.725 of a Frontline share for each share of DHT, which represents
an implied price of $5.09 per DHT share, based on the closing price
of Frontline shares of common stock on January 27, 2017.
In the proposal letter delivered to DHT's Board of Directors on
January 27, 2017, Frontline also disclosed that it has acquired
more than 15 million shares of DHT, or approximately 16% of DHT's
outstanding common stock.
Consistent with its fiduciary duties, DHT's Board will evaluate
the proposal from Frontline and respond accordingly in due
course.
In light of the developments, the Board has unanimously adopted
a one-year shareholder rights plan and declared a dividend of one
preferred share purchase right for each share of DHT common stock
outstanding at the close of business on February 9, 2017.
Initially, these rights will not be exercisable and
will trade with the shares of DHT's common stock.
The Board adopted the rights plan in response to Frontline's
acquisition of a significant amount of outstanding common stock.
The plan is intended to give the Board and DHT time to properly
consider the non-binding proposal and to prevent any bidder or
shareholder from acquiring control of DHT in a manner which would
be inconsistent with the best interests of DHT and its
shareholders.
Under the rights plan, the rights will generally become
exercisable only if a person or group acquires beneficial ownership
of 10 percent or more of DHT's common stock (15 percent or more in
the case of passive institutional investors). In that situation,
each holder of a right will be entitled to purchase, at the
then-current exercise price, additional shares of common stock (or
equivalents) having a value of twice the exercise price of the
right.
In addition, if after a person or group acquires 10 percent or
more of DHT's common stock (15 percent or more in the case of
passive institutional investors ), DHT merges into another company,
an acquiring entity merges into DHT or DHT sells or transfers more
than 50% of its consolidated assets or earning power, then each
right will entitle its holder to purchase, for the exercise price,
a number of shares of common stock (or equivalents) of the person
engaging in the transaction having a then-current market value of
twice the exercise price.
Any person or group that already owns 10 percent or more of
DHT's common stock (15 percent or more in the case of passive
institutional investors) on January 29, 2017, including Frontline,
will not trigger the rights as described above, however, unless
that person or group subsequently acquires additional shares of
common stock.
In all cases, rights held by any person or group whose actions
trigger the rights plan would become void and not be
exercisable.
Details about the rights plan will be contained in a Form 6-K to
be filed by DHT with the U.S. Securities and Exchange
Commission.
Lazard is serving as financial advisor to DHT, and Cravath,
Swaine & Moore LLP is serving as legal counsel.
About DHT Holdings, Inc.
DHT is an independent crude oil tanker company. Our fleet trades
internationally and consists of crude oil tankers in the VLCC and
Aframax segments. We operate through our integrated management
companies in Oslo, Norway and Singapore. You shall recognize us by
our business approach with an experienced organization with focus
on first rate operations and customer service, quality ships built
at quality shipyards, prudent capital structure with robust cash
break even levels to accommodate staying power through the business
cycles, a combination of market exposure and fixed income contracts
for our fleet and a transparent corporate structure maintaining a
high level of integrity and good governance. For further
information: www.dhtankers.com.
Media Contacts
Svein Moxnes Harfjeld, Co-CEO: +47 23115080Trygve P. Munthe,
Co-CEO: +47 23115080
Brunswick GroupSteve Lipin/Darren McDermott: +1 212-333-3810
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