Euronav NV announces today that its two reference shareholders, CMB NV (“CMB”) and Frontline plc/Famatown Finance Limited (“Frontline”), have reached agreement on a transaction involving the Company that puts an end to the deadlock arising
from their entrenched differences over strategy, while offering other shareholders the
opportunity to realise cash value for their investment.
The transaction comprises three interdependent agreements
• CMB will acquire Frontline’s 26.12% stake in the Company for $18.43 per share (the
“Share Sale”);
• Frontline will acquire 24 VLCC tankers from the Euronav fleet for $2.35 billion (the
“Fleet Sale”);
• The Company’s pending arbitration action against Frontline and affiliates will be
terminated (the “Settlement Agreement”).
Following its acquisition of Euronav shares from Frontline, CMB will own 49.05% of the Company’s issued shares (representing 53% of the voting rights in Euronav). Euronav holds 8.23% of its shares in treasury. In compliance with Belgian takeover rules, CMB will launch a mandatory public takeover offer (“the Offer”) for all outstanding shares in the Company that are not already owned by CMB or its affiliates, at a price of $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 Offer.
The Offer price will be paid in cash.
The agreements to which the Company is party, namely the Fleet Sale for a price reflecting
market value and the Settlement Agreement, fall within the scope of the related parties
transactions procedure under Belgian law. They have been approved by the Euronav
Supervisory Board, on the advice of the Independent Directors’ Committee stating that a
continuing governance, structural and strategic deadlock between Euronav’s reference
shareholders may adversely impact the Company’s ability to adapt to customer expectation
and market evolutions, which is expected to become value destructive in the longer term.
More detail can be found in the announcement attached to this press release.
Lieve Logghe, Euronav CFO and interim CEO, stated: “After many months of uncertainty, the transaction announced today leverages the value that Euronav and its people have created through many years of hard work. It represents a balanced outcome for shareholders, who now have the choice between realising that value in cash or following Euronav in a new strategic direction under a new controlling shareholder.”
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Source: Euronav
