Euronav Rejects Frontline’s Termination of Merger Agreement

Belgian tanker company Euronav is accusing rival Frontline of failing to provide a good reason for canceling their binding merger agreement and says it’s considering all options including litigation.

The statement from Euronav comes after Frontline, which is controlled by Norwegian billionaire shipping magnate John Fredriksen, announced it was terminating the combination agreement signed between the two companies in July. Euronav’s shares sunk on the news of the termination.

The combination would have created the world’s largest publicly-listed oil tanker owner and operator with a market capitalization of more than $6 billion and 146 vessels, consisting of 68 VLCC, 56 Suezmaxes, 20 LR2/Aframax and 2 FSO vessels.

The deal envisioned a stock-for-stock transaction with an exchange ratio of 1.45 Frontline shares for every 1 Euronav share, where Frontline would be the parent and Euronav a majority-controlled subsidiary.

The proposed combination ran into trouble late last year with Euronav’s largest shareholder Compagnie Maritime Belge (CMB), controlled by the Saverys shipping family of Belgium, opposing the combination and attempting to scuttle it. Fredriksen had previously supported the merger.

Euronav on Wednesday issued a statement rejecting Frontline’s termination and accusing it of “unilateral action” that “has no basis” under the terms of the definitive combination agreement signed in July. According to Euronav, Frontline failed to provide a “satisfactory reason” for the termination, while Euronav has “complied with its obligations” and has “done everything in its power” to make the transaction happen.

“The Supervisory and Management Boards are in the process of analysing the Company’s options and will take appropriate action to protect and preserve the rights and interests of Euronav and its stakeholders, including but not limited to potential litigation and/or arbitration,” Euronav said in a statement. “Euronav will continue to execute on its value creation strategy and is well positioned to seize the opportunities offered by improving market conditions and maximize its value potential for all stakeholders.”

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