FRO - New DHT Offer Proposal

Frontline Ltd. (NYSE/OSE: FRO) has previously disclosed that it has submitted several proposals to the management and Board of DHT Holdings Inc. (NYSE: DHT) to effectuate a business combination between Frontline and DHT.  Since at least the date of the proposal made on January 27, 2017, Frontline has actively sought to engage the management and Board of DHT on the good faith understanding that they would take actions that would be in the best interests of DHT's shareholders.

Frontline has now approached the Board of Directors of DHT to consider a proposed new business combination, which includes the ships already delivered and yet to be delivered by BW Group Ltd. to DHT under the Vessel Acquisition Agreement ("VAA") entered into by DHT and BW on March 23, 2017. The offer would be effected at an exchange ratio of 0.8 Frontline shares for each DHT common share. Frontline's offer is further detailed in the April 25, 2017 letter to the DHT board, which is set out below.

The proposed new combination of Frontline and DHT, which represented a 18% premium to DHT's volume weighted average price for the 10 days immediately prior to the opening market price on April 21, 2017, and 15.8% premium to the latest 30-day volume weighted average price, is expected to yield increased benefits. In particular, it is expected that the combination would create the largest public tanker company by fleet size, market capitalization and trading liquidity; DHT shareholders would benefit from a substantially lower G&A cost per vessel and profit from synergy values.  Frontline's superior access to debt and equity capital markets should enhance free cash flow generation further.

Frontline trusts that the Board of DHT will now engage with Frontline in order to negotiate mutually satisfactory transaction documents, and will halt all efforts to give effect to the various entrenchment measures it has implemented aimed at thwarting Frontline's offers.  The effect of the VAA and the Investor Rights Agreement, combined with DHT's staggered board of directors and the Shareholder Rights Plan it introduced on January 29, 2017 in response to Frontline's offer, has been to give BW an unassailable advantage over any other bidder for DHT and ensure that there is no realistic opportunity for any other offer to emerge for DHT, except for an offer from BW.