DHT DHT Holdings Inc New

On April 18, 2017, Frontline Ltd. (“Frontline”) filed a complaint against DHT Holdings, Inc. (“DHT” or the “Company”), BW Group Limited (“BW”), and each member of the Board of Directors of the Company (the “Company Directors”) in the Supreme Court of the State of New York, County of New York (the “Court”).  The case is captioned Frontline Ltd. , v. DHT Holdings Inc., BW Group Limited, Robert N. Cowen, Erik A. Lind, Joseph H. Pyne, and Einar Michael Steimler.  Among other things, Frontline alleged that the Company Directors breached their fiduciary duties in connection with the entry by the Company into the previously announced Vessel Acquisition Agreement (“VAA”), dated as of March 23, 2017, between the Company and BW, pursuant to which the Company agreed to acquire 9 very large crude carriers (“VLCCs”) and newbuild contracts for 2 VLCCs from BW.  The complaint sought to enjoin the consummation of the transactions contemplated by the VAA, including the delivery of the VLCCs to DHT in exchange for the consideration specified in the VAA.  The Company believes these allegations are without merit.

 

On April 19, 2017, the Court rejected Frontline’s arguments and issued an order (the “Court Order”) denying Frontline’s motion for a preliminary injunction and temporary restraining order. The reasons cited by the Court for denying Frontline’s motion included (1) the “inexcusable timing” of Frontline’s filing, (2) Frontline’s failure to establish that the Court has jurisdiction over either DHT, the Company Directors or BW and (3) Frontline’s failure to establish a probability of success on its claim that the transaction violated applicable Delaware law at this stage of the case.

The previous summary does not purport to be complete and is qualified in its entirety by the Court Order, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.