GENER8 MARITIME,INC. (NYSE:GNRT) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07. Submission of Matters to a Vote of Security Holders.
On June11, 2018, Gener8 Maritime,Inc. (the “Company” or “Gener8”) held a special meeting of shareholders (the “Special Meeting”) to consider and vote on (i)a proposal to approve the Agreement and Plan of Merger, dated as of December20, 2017, by and among the Company, Euronav MI Inc. (“Merger Sub”) and Euronav NV (the “Merger Agreement”), and the transactions contemplated thereby (the “Merger”), and (ii)a proposal to adjourn the Special Meeting, if necessary, to permit further solicitation of proxies if there were not sufficient votes at the time of the Special Meeting to approve the Merger Agreement.
At the Special Meeting, shareholders of record as of May3, 2018, the record date for the Special Meeting, were entitled to vote 83,267,426 shares of the Company’s common stock, each having one vote per share. A total of 67,469,220 shares of common stock (81.03% of all such shares entitled to vote at the Special Meeting) were represented at the Special Meeting in person or by proxy.
At the Special Meeting, the shareholders of the Company (i)approved the Merger Agreement and the transactions contemplated thereby, and (ii)approved adjournments or postponements of the Special Meeting, if necessary, to permit further solicitation of proxies if there were not sufficient votes at the time of the meeting to approve the Merger Agreement. Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders.
Approval of Merger Agreement
The shareholders of the Company approved the Merger Agreement and the Merger. The voting results were as follows:
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VotesFor
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VotesAgainst
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Abstentions
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BrokerNon-Votes
|
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67,346,352
|
90,192
|
32,676
|
|
Approval of Adjournments or Postponements
The shareholders of the Company approved adjournments or postponements of the Special Meeting, if necessary, to permit further solicitation of proxies if there were not sufficient votes at the time of the meeting to approve the Merger Agreement. The voting results were as follows:
|
VotesFor
|
VotesAgainst
|
Abstentions
|
BrokerNon-Votes
|
|
65,952,644
|
1,484,090
|
32,486
|
|
Item 8.01. Other Events.
Subject to the satisfaction of the remaining conditions to the closing of the Merger in accordance with the terms of the Merger Agreement, the Company currently expects the Merger to close on or around June12, 2018.
Cautionary Statement Regarding Forward-Looking Statements
This Form8-K, including information incorporated by reference into this Form8-K, may contain forward-looking statements, including, for example, but not limited to, statements about management expectations, strategic objectives, strategic opportunities, growth opportunities, business prospects, regulatory proceedings, transaction synergies and other benefits of the Merger, and other similar matters. Forward-looking statements are not statements of historical facts and represent only Euronav’s or Gener8’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 to make assumptions and are subject to inherent risks and uncertainties that give rise to the possibility that Euronav’s or Gener8’s predictions, forecasts, projections, expectations or conclusions will not prove to be accurate, that Euronav’s or Gener8’s assumptions may not be correct and that Euronav’s or Gener8’s objectives, strategic goals and priorities will not be achieved. Readers are cautioned 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 conditions to the closing are not satisfied on a timely basis or at all; that Gener8 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 do business; potential litigation arising from the Merger Agreement and/or the Merger; the Merger’s effect on the relationships of Euronav or Gener8 with their respective customers and suppliers, whether or not the Merger is completed; Euronav’s shareholders’ and Gener8’s shareholders’ reduction in their percentage ownership and voting power; the challenges presented by the integration of Euronav and Gener8; the uncertainty of third-party approvals; the significant transaction and merger-related integration costs; fulfilment of the conditions precedent to the effectiveness of an amendment to Gener8’s KEXIM Credit Agreement and other factors listed from time to time in Gener8’s and Euronav’s filings with the SEC, including, without limitation, Gener8’s Annual Report on Form10-K for the fiscal year ended December31, 2017 and its subsequent reports on Form10-Q and Form8-K and Euronav’s Form20-F for the fiscal year ended December31, 2017 and its subsequent reports on Form6-K. The forward-looking statements speak only as of the date of this Form8-K, in the case of forward-looking statements contained in this Form8-K, or the dates of the documents incorporated by reference into this Form8-K, in the case of forward-looking statements made in those incorporated documents. Except as required by applicable law or regulation, Gener8 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 Form8-K or to reflect the occurrence of unanticipated events.
Important Information for Investors and Shareholders
In connection with the proposed transaction between Gener8 and Euronav, Gener8 and Euronav have filed and intend to file relevant materials with the SEC, including a Euronav registration statement on FormF-4 that includes a proxy statement of Gener8 and that also constitutes a prospectus of Euronav. The definitive proxy statement/prospectus was first mailed to shareholders of Gener8 on May10, 2018. INVESTORS AND SECURITY HOLDERS OF GENER8 AND EURONAV ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT GENER8, 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 and Euronav through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Gener8 are available free of charge on Gener8 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.
About GENER8 MARITIME,INC. (NYSE:GNRT)
Gener8 Maritime, Inc., formerly General Maritime Corporation, is a provider of international seaborne crude oil transportation services. The Company operates through the segment, which includes the transportation of international seaborne crude oil and petroleum products with its fleet of vessels. The Company owns a fleet of over 45 tankers, including 31 vessels on the water consisting of 14 Very Large Crude Carriers (VLCCs), approximately 11 Suezmax vessels, over four Aframax vessels and approximately two Panamax vessels with an aggregate carrying capacity of approximately 6.6 million deadweight tons. The Company’s vessels are primarily available for charter on a spot voyage or time charter basis and for employment in commercial pools. Its fleet of vessels include Gener8 Zeus, Gener8 Neptune, Gener8 Ares, Gener8 Hera, Gener8 Harriet G, Gener8 Horn, Gener8 Daphne, Gener8 Elektra, Gener8 Companion, Gener8 Compatriot, Gener8 Spyridon, Gener8 Kara G, Gener8 Maniate and others.