Frontline and Euronav agree all stock mergerFrontline and Euronav agree all stock merger

The definitive agreement follows a term sheet signed on 7 April and has been unanimously by the boards of both Frontline and Euronav.

 It takes the form of a tender offer Frontline for all outstanding shares in Euronav in a stock-for-stock combination based on an exchange ratio of 1.45 Frontline shares for every 1.0 Euronav share.

The offer is conditional owning at least 50% +1 share in Euronav post the tender offer, the relocation of Frontline to Cyprus, absence of material change, and regulatory approvals.

“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,” a joint statement said.

As outlined in April the merged company would be known as Frontline and headed by Hugo de Stoop, currently CEO of Euronav. “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 two companies said.

The tender offer is expected to be launched in Q4 2022 after Frontline has relocated to Cyprus.

Related:Frontline and Euronav plot merger in all stock deal

The merged company will be listed on Euronext Brussels, OSE and NYSE and have afleet of 69 VLCC and 57 Suezmax vessels, and 20 LR2/Aframax vessels.