Gener8 Maritime Shareholders To Vote On Merger On 11 June
Euronav NV notes the announcement by Gener8 Maritime, Inc. (NYSE: GNRT) (“Gener8”) of their special shareholders’ meeting on 11 June 2018 to vote on the proposed merger with Euronav (the “Merger”) as contemplated by the previously announced merger agreement. Provided that the Gener8 shareholders vote positively on the proposed Merger, and the Merger is consummated pursuant to the terms and conditions of the merger agreement, Gener8 would become a wholly-owned subsidiary of Euronav (the Merger to form the “Combined Entity”).
The Euronav board of directors has unanimously approved the transaction and the Merger does not require the approval of Euronav’s shareholders. Gener8 shareholders of record at the close of business on the record date (3 May 2018) will be entitled to vote at the special shareholder’s meeting.
As described in Euronav’s prospectus filed with the United States Securities and Exchange Commission (the “SEC”) on 10 May 2018, certain significant shareholders of Gener8, including certain current directors of Gener8, representing approximately 48% of the issued and outstanding shares of Gener8, have agreed to vote or given proxies in favour of this merger, provided that neither the Gener8 Transaction Committee nor the Gener8 Board of Directors has made an adverse recommendation. The Merger will require the majority of Gener8’s outstanding shares to vote in favour for it to be approved.
The Merger will make the combined entity the leading independent large crude tanker operator in the world comprising:
– 75 crude tanker platform, of which 43 VLCCs and 28 Suezmax crude tankers representing over 18 million DWT in the aggregate.
– Combined Entity balance sheet assets of over USD 4 billion.
– marked-to-market leverage of less than 50% for the Combined Entity.
– a liquidity position estimated at more than USD 800 million, including cash on hand and undrawn amounts available under existing credit facilities.
– a well-capitalised, highly liquid company
The Merger will result in Euronav shareholders owning approximately 72% of the issued share capital of the Combined Entity and Gener8 shareholders owning approximately 28% (based on the fully diluted share capital of Euronav and the fully diluted share capital of Gener8). The the current lenders of Gener8 have provided their consents to the merger and the senior secured loans currently financing the Gener8 fleet to be acquired by Euronav will be rolled over in the Merger (excluding Gener8’s Senior Unsecured notes due 2020 which is expected to be prepaid and redeemed in full simultaneously with the closing of the Merger) are expected to be assumed by the Combined Entity.
Source: Euronav NV