DHT Holdings Gets Proposal From Frontlin; Adopts Shareholder Rights Plan

(RTTNews) - DHT Holdings, Inc. (DHT) said that it has received a non-binding, highly conditional proposal from Frontline Ltd. (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.

DHT said its 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.