CMB, Frontline and Famatown agree on integrated solution for deadlock at Euronav

CMB NV (“CMB”) is pleased to announce that it has reached an agreement with Frontline plc (“Frontline”) and Famatown Finance Limited (“Famatown”), the other reference shareholders of Euronav NV (“Euronav”) (NYSE: EURN & Euronext: EURN), for an integrated solution to the current strategic and structural deadlock within Euronav. CMB and its affiliates currently own 22.93% of Euronav’s issued shares. Frontline and Famatown together own 26.12% of Euronav’s issued shares. Euronav owns 8.23% of its issued shares in treasury.

The integrated solution entails (i) the acquisition by CMB of all Euronav shares held by Frontline and Famatown (the “Share Purchase”) in parallel with (ii) the sale of 24 vessels by Euronav to Frontline or an affiliate thereof (the “Vessel Sale”) which is subject to completion of the Share Purchase (together the “Transaction”). In light of this Transaction, the arbitration proceedings between Euronav and Frontline in respect of the combination agreement entered into between them on 10 July 2022 will be terminated.

Acquisition of shares by CMB

CMB has entered into a share purchase agreement (“SPA”) with Frontline plc and Famatown (together the “Sellers”) to acquire all of the 57,479,744 Euronav shares (representing 26.12% of Euronav’s issued shares) currently owned by the Sellers for a purchase price of USD 18.43 per share.

The completion of the Share Purchase is subject to merger control approvals and approval by Euronav’s shareholders’ meeting of the conditionality of the Vessel Sale on the completion of the Share Purchase in accordance with Article 7:151 of the Belgian Code of companies and associations (the “BCCA”).

Mandatory Bid by CMB

Following completion of the Share Purchase expected in Q4 2023, CMB will launch a mandatory public takeover bid on the remaining shares in Euronav that are not already owned by CMB or its affiliates, in accordance with applicable Belgian law (the “Mandatory Bid”).

The Mandatory Bid will be launched at a price of USD 18.43 per share, reduced on a dollar-for-dollar basis by the gross amount per share of any future distributions by Euronav to its shareholders with an ex-dividend date prior to the settlement date of the Mandatory Bid. The bid price will be paid in cash.

As CMB intends to maintain Euronav’s listing on Euronext Brussels and the New York Stock Exchange, it has no intention to launch a squeeze-out bid following the closing of the Mandatory Bid.

CMB has published a notice in accordance with article 8, §1 of the Belgian Royal Decree of 27 April 2007 on public takeover bids regarding its intention to launch the Mandatory Offer subject to completion of the Share Purchase, which can be found here in attachment.

Sale of 24 vessels to Frontline

Concomitantly, Euronav and Frontline agreed on the sale of 24 vessels (see Annex 1) by Euronav to Frontline or an affiliate thereof for an aggregate purchase price of USD 2.35 billion, subject to completion of the Share Purchase.

The Vessel Sale is also subject to merger control approvals and approval by Euronav’s shareholders’ meeting of the conditionality of the Vessel Sale and the Termination of the Arbitration (see below) on the completion of the Share Purchase in accordance with Article 7:151 of the BCCA.

Termination of Arbitration

In light of the Transaction, the arbitration proceedings between Euronav, Frontline, Famatown, Hemen Holding Limited and Geveran Trading Co. Limited in respect of the combination agreement entered into between them on 10 July 2022 will be terminated, subject to completion of the Share Purchase (the “Termination of the Arbitration”).

Corporate governance

The transactions to which Euronav is a party, namely the Vessel Sale and the Termination of the Arbitration, fall within the scope of the related parties transactions procedure set out in article 7:116 BCCA. In accordance with this procedure, these transactions have been approved by Euronav’s supervisory board, on the advice of the committee of independent directors. Further information can be found in Euronav’s public announcement regarding this procedure in accordance with article 7:116, §4/1 BCCA.

As the Share Purchase would result in a change of control over Euronav, the conditionality of the Vessel Sale and the Termination of the Arbitration on the completion of the Share Purchase will be submitted to a special general meeting of shareholders of Euronav in accordance with article 7:151 BCCA.

CMB’s future strategy for Euronav

CMB has a clear strategy for Euronav which is based on three axes:

1. Diversification of the fleet

CMB wants to diversify the fleet of Euronav into different shipping segments to decrease the dependence on the transportation of crude oil. This does not mean exiting the tanker business altogether, but a gradual decrease of the share of revenues coming from pure crude oil transportation by adding different shipping asset types to the Euronav portfolio.

This diversification could be realized through :

The acquisition of second-hand future-proof tonnage

The ordering of future-proof newbuildings

The acquisition of part or the totality of the CMB and CMB.TECH future-proof fleet (see fleet list in Annex 2)

Future-proof in CMB’s view means efficient low-carbon emitting ships and/or ships powered by hydrogen and/or ships powered by ammonia.

2. Decarbonization of the fleet

CMB believes a key trend in shipping is offering low-emission ships to its customers. It will be crucially important to dedicate significant amounts of capital from the industry and shipping companies to the development of low-carbon engines, fuel supply systems and the production of low-carbon fuels. CMB wants Euronav to play a leading role in the decarbonization of the shipping industry and be the reference shipowner when it comes to green ships.

3. Optimization of the existing fleet

Euronav’s fleet standards have always been excellent. By divesting less efficient/older tankers and re-investing the proceeds in newbuildings/modern second hand tonnage or technical upgrades (e.g. energy saving devices), CMB wants to optimize Euronav’s large remaining fleet of tankers to continue offering the best fleet to its customers.

Subject to completion of the transaction, CMB is investigating options for Euronav to invest part of the proceeds of the Vessel Sale to accelerate this strategy.

CMB is being assisted in respect of the Mandatory Bid by Crédit Agricole Corporate and Investment Bank, KBC Securities NV and Sociéte Générale as financial advisors, and by Argo Law and Reed Smith LLP as legal advisors.