Frontline Ltd. (NYSE:FRO) made a non-binding proposal to acquire the remaining 83.55% stake in DHT Holdings, Inc. (NYSE:DHT) for approximately $400 million on January 27, 2017. Frontline will issue its shares at an exchange ratio of 0.725 of a Frontline share for each share of DHT Holdings. DHT Holdings, Inc. adopted a poison pill plan that would allow the company to issue more shares to existing owners if Frontline increases its shares or if other investors acquire more than a 10% share in DHT. As of February 5, 2017, DHT Holdings, Inc. Board of Directors unanimously rejected the proposal. The DHT board concluded that the Frontline proposal is wholly inadequate and not in the best interests of DHT or its shareholders. As of February 23, 2017, Frontline Ltd. made a revised proposal to acquire all of the outstanding shares of common stock of DHT at an exchange ratio of 0.8 Frontline shares for each DHT share. The DHT board unanimously concluded that, as revised, the proposal remained wholly inadequate and not in the best interests of DHT or its shareholders. DHT Holdings, Inc.'s Board of Directors unanimously rejected Frontline Ltd.'s revised proposal. As of April 25, 2017, Frontline 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 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. The business combination may be effected by way of a one-step merger, tender offer or other appropriate structure. As of May 7, 2017, DHT Board of Directors has unanimously rejected Frontline's proposal dated April 25, 2017 to acquire all of the outstanding shares of common stock of DHT at a ratio of 0.8 Frontline shares for each DHT share.

Lazard acted as financial advisor and Erik R. Tavzel and Ting S. Chen of Cravath, Swaine & Moore LLP acted as the legal advisors for DHT Holdings, Inc. Steve Lipin and Darren McDermott of Brunswick Group acted as public relations advisor to DHT Holdings.