The boards of Euronav NV (EURN) and Gener8 Maritime (GNRT) announce that they have reached an agreement on a stock-for-stock merger for the entire issued and outstanding share capital of Gener8 pursuant to which Gener8 would become a wholly-owned subsidiary of Euronav.

Terms of the merger are as follows: 0.7272 Euronav shares for each share of Gener8 which is expected to result in the issuance of approximately 60.9M new Euronav shares to Gener8 shareholders; The exchange ratio implies a premium of 35% paid on Gener8 shares based on the closing share prices on December 20; 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%; The merger is subject to the approval of Gener8’s shareholders, the consent of certain of Gener8’s lenders to assign certain debt facilities to the combined entity; No additional equity issuance is currently contemplated beyond the approximately 60.9M Euronav shares to be issued in exchange for Gener8 shares; Carl Steen, Paddy Rodgers, and Hugo De Stoop will remain respectively Chairman of the Board, CEO, and CFO of the combined entity.

The companies said a “reputable third-party tanker owner” has agreed to purchase from the combined entity six modern VLCCs upon closing of this transaction at a price of $434M.

“The sale will allow Euronav to maintain sustainable and robust financial ratios and keep leverage and liquidity well within management’s desired levels,” they added.