NEW YORK, May 10, 2018 /PRNewswire/ -- Gener8
Maritime, Inc. (NYSE: GNRT) ("Gener8 Maritime" or the "Company"), a
leading U.S.-based provider of international seaborne crude oil
transportation services, today announced that it has established a
record date of May 3, 2018, and a
meeting date of June 11, 2018, for a
special meeting of its shareholders to, among other things,
consider and vote on a proposal to approve the previously announced
Agreement and Plan of Merger (the "Merger Agreement") with Euronav
NV ("Euronav") and Euronav MI Inc., a wholly-owned subsidiary
of Euronav, and the transactions contemplated by the Merger
Agreement, including the merger of Euronav MI Inc. with and into
the Company with the Company continuing its existence as the
surviving corporation (the "Merger").
Gener8 Maritime's special meeting of its shareholders is
scheduled for 10:30 a.m. (Eastern
time) on June 11, 2018 at the
offices of Kramer Levin Naftalis
& Frankel LLP, 1177 Avenue of the Americas, New York, New York 10036.
Gener8 Maritime shareholders of record at the close of business
on the record date will be entitled to receive notice of and to
vote at the special meeting.
About Gener8 Maritime
As of May 10, 2018, Gener8 Maritime has a fleet of 29
wholly owned vessels, comprised of 21 VLCCs, 6 Suezmaxes and 2
Panamax tankers. Gener8 Maritime's fleet has a total carrying
capacity of approximately 7.4 million deadweight tons ("DWT") and
an average age of approximately 4.0 years on a DWT basis. Gener8
Maritime is incorporated under the laws of the Marshall Islands and headquartered in
New York.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking
statements, including, for example, but not limited to, statements
about management expectations, strategic objectives, strategic
opportunities, growth opportunities, business prospects,
expectations regarding the Merger, and other similar matters.
Forward-looking statements are not statements of historical facts
and represent only Euronav's or Gener8 Maritime's beliefs regarding
future events, which are inherently uncertain. Forward-looking
statements are typically identified by words such as "anticipates,"
"believes," "budgets," "could," "estimates," "expects,"
"forecasts," "foresees," "goal," "intends," "likely," "may,"
"might," "plans," "projects," "schedule," "should," "target,"
"will," or "would" and similar expressions, although not all
forward-looking information contains these identifying words.
By their very nature, forward-looking statements require Euronav
and Gener8 Maritime to make assumptions and are subject to inherent
risks and uncertainties that give rise to the possibility that
Euronav's or Gener8 Maritime's predictions, forecasts, projections,
expectations or conclusions will not prove to be accurate, that
Euronav's or Gener8 Maritime's assumptions may not be correct and
that Euronav's or Gener8 Maritime's objectives, strategic goals and
priorities will not be achieved. Gener8 Maritime and Euronav
caution readers not to place undue reliance on these statements, as
a number of important factors could cause actual results to differ
materially from the expectations expressed in such forward-looking
statements. These factors include, but are not limited to, the
possibility that the Merger does not close when expected or at all
because required shareholder approval is not received or other
conditions to the closing are not satisfied on a timely basis or at
all; that Gener8 Maritime and Euronav may be required to modify the
terms and conditions of the Merger Agreement to achieve shareholder
approval, or that the anticipated benefits of the Merger are not
realized as a result of such things as the weakness of the economy
and competitive factors in the seaborne transportation area in
which Euronav and Gener8 Maritime do business; potential litigation
arising from the Merger Agreement and/or the Merger; the Merger's
effect on the relationships of Euronav or Gener8 Maritime with
their respective customers and suppliers, whether or not the Merger
is completed; Euronav's shareholders' and Gener8 Maritime's
shareholders' reduction in their percentage ownership and voting
power; the challenges presented by the integration of Euronav and
Gener8 Maritime; the uncertainty of third-party approvals; the
significant transaction and merger-related integration costs; loss
or reduction in business from Euronav's or Gener8 Maritime's
significant customers or the significant customers of the
commercial pools in which Euronav and Gener8 Maritime participate;
changes in the values of Euronav's and Gener8 Maritime's vessels,
newbuildings or other assets; the failure of Euronav's or Gener8
Maritime's significant customers, shipyards, pool managers or
technical managers to perform their obligations owed to Euronav or
Gener8 Maritime; the loss or material downtime of significant
vendors and service providers; Euronav's or Gener8 Maritime's
failure, or the failure of the commercial pools in which Euronav
and Gener8 Maritime participate, to successfully implement a
profitable chartering strategy; termination or change in the nature
of Euronav's or Gener8 Maritime's relationship with any of the
commercial pools in which they participate; changes in demand for
Euronav's and Gener8 Maritime's services; a material decline or
prolonged weakness in rates in the tanker market; changes in
production of or demand for oil and petroleum products, generally
or in particular regions; greater than anticipated levels of tanker
newbuilding orders or lower than anticipated rates of tanker
scrapping; adverse weather and natural disasters, acts of piracy,
terrorist attacks and international hostilities and instability;
changes in rules and regulations applicable to the tanker industry
(including changes in the laws and regulations regulating the
seaborne transportation or refined petroleum products industries or
affecting domestic and foreign operations), including, without
limitation, legislation adopted by international organizations such
as the International Maritime Organization and the European Union
or by individual countries; actions taken by regulatory
authorities; actions by the courts, the U.S. Coast Guard, the U.S.
Department of Justice or other governmental authorities and the
results of the legal proceedings to which Euronav or Gener8 or any
of their vessels may be subject; changes in trading patterns
significantly impacting overall tanker tonnage requirements; any
non-compliance with the U.S. Foreign Corrupt Practices Act of 1977
or other applicable regulations relating to bribery; the highly
cyclical nature of Euronav's and Gener8 Maritime's industry;
changes in the typical seasonal variations in tanker charter rates;
changes in the cost of other modes of oil transportation; changes
in oil transportation technology; increases in costs including
without limitation: crew wages, fuel, insurance, provisions,
operating, repairs and maintenance, bunker prices, dry-docking and
insurance costs; the adequacy of insurance to cover Euronav's and
Gener8 Maritime's losses, including in connection with maritime
accidents or spill events; changes in the condition of Euronav's
and Gener8 Maritime's vessels or applicable maintenance or
regulatory standards (which may affect, among other things,
Euronav's and Gener8 Maritime's anticipated drydocking or
maintenance and repair costs); changes in the itineraries of
Euronav's and Gener8 Maritime's vessels; adverse changes in foreign
currency exchange rates affecting Euronav's or Gener8 Maritime's
expenses; the fulfillment of the closing conditions under, or the
execution of customary additional documentation for, Euronav's and
Gener8 Maritime's agreements to indirectly acquire vessels and
borrow under their existing financing arrangements; Euronav and
Gener8 Maritime's level of indebtedness and the effect of Euronav's
and Gener8 Maritime's indebtedness on their ability to finance
operations, pursue desirable business operations and successfully
run their business in the future; financial market conditions;
sourcing, completion and funding of financing on acceptable terms;
Euronav's and Gener8 Maritime's ability to generate sufficient cash
to service their indebtedness and comply with the covenants and
conditions under their debt obligations; the impact of electing to
take advantage of certain exemptions applicable to emerging growth
companies; general market conditions, including the market for
vessels and fluctuations in spot and charter rates and vessel
values; disruption of shipping routes due to accidents or political
events; vessel breakdowns and instances of off-hires; the supply of
and demand for vessels comparable to the vessels of Euronav and
Gener8 Maritime; delays and cost overruns in construction projects;
the availability of skilled workers and the related labor costs;
the failure of counterparties to fully perform their contracts; the
ability to successfully integrate the two companies; the risk that
expected synergies and benefits of the Merger will not be realized
within the expected time frame or at all; reputational risks; other
factors that may affect future results of Euronav and Gener8
Maritime, including changes in trade policies, changes in tax laws,
technological and regulatory changes, and adverse developments in
general market, business, economic, labor, regulatory and political
conditions; Gener8 Maritime's ability to continue as a going
concern and other factors listed from time to time in Gener8
Maritime's and Euronav's filings with the SEC, including, without
limitation, Gener8 Maritime's Annual Report on Form 10-K for the
fiscal year ended December 31, 2017,
as amended, and its subsequent reports on Form 10-Q and Form 8-K
and Euronav's Form 20-F for the fiscal year ended December 31, 2017 and its subsequent reports on
Form 6-K. The forward-looking statements speak only as of the date
of this press release. When relying on Euronav's or Gener8
Maritime's forward-looking statements to make decisions, investors
and others should carefully consider the foregoing factors and
other uncertainties and potential events. Except as required by
applicable law or regulation, Gener8 Maritime's and Euronav do not
undertake to update any forward-looking statement, whether written
or oral, to reflect events or circumstances after the date of this
press release or to reflect the occurrence of unanticipated
events.
Additional Information and Where to Find It
In connection with the proposed transaction between Gener8
Maritime and Euronav, Gener8 Maritime and Euronav have filed and
intend to file relevant materials with the SEC, including a Euronav
registration statement on Form F-4 that includes a proxy statement
of Gener8 Maritime and that also constitutes a prospectus of
Euronav. The definitive proxy statement/prospectus will be
delivered to shareholders of Gener8. INVESTORS AND SECURITY HOLDERS
OF GENER8 MARITIME AND EURONAV ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT GENER8 MARITIME, EURONAV AND
THE PROPOSED TRANSACTION. Investors and security holders are able
to obtain free copies of the registration statement and the
definitive proxy statement/prospectus and other documents filed
with the SEC by Gener8 Maritime and Euronav through the website
maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by Gener8 Maritime are available free
of charge on Gener8 Maritime's internet website at
www.gener8maritime.com. Copies of the documents filed with the SEC
by Euronav are available free of charge on Euronav's internet
website at www.euronav.com.
Participants in Solicitation
This communication is not a solicitation of a proxy from any
investor or securityholder. However, Gener8 Maritime, Euronav,
their respective directors and certain of their executive officers
and employees may be deemed to be participants in the solicitation
of proxies in connection with the proposed transaction under the
rules of the SEC. Information regarding the persons who may, under
the rules of the SEC, be deemed participants in the solicitation of
Gener8 Maritime and Euronav shareholders in connection with the
proposed transaction and a description of their direct and indirect
interests, by security holdings or otherwise, is set forth in the
proxy statement/prospectus and other relevant documents filed with
the SEC. Information about the directors and executive officers of
Gener8 Maritime and Euronav is set forth in the proxy
statement/prospectus, Gener8 Maritime's Amendment No. 1 to its
Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on
April 30, 2018 and Euronav's Annual
Report on Form 20-F for the year ended December 31, 2017 filed with the SEC on
April 17, 2018. These documents will
be available free of charge from the sources indicated above.
Non-Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
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SOURCE Gener8 Maritime, Inc.