EURN Euronav NV

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

Euronav NV

(Name of Subject Company)

Compagnie Maritime Belge NV

(Name of Filing Person) (Offeror)

Ordinary Shares, no par value

(Title of Class of Securities)

B38564108

(CUSIP Number of Class of Securities)

Ludovic Saverys

Chief Financial Officer

Compagnie Maritime Belge NV

De Gerlachekaai 20

2000 Antwerp, Belgium

Telephone: +32 3 247 59 11

With a Copy to:

Robert E. Lustrin, Esq.

Reed Smith LLP

599 Lexington Avenue

New York, NY 10022-7650

Telephone: (212) 521-5400

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

Attached as Exhibit 99.1 is a press article that includes information relating to a planned tender offer by Compagnie Maritime Belge NV (the “Offeror”) to acquire all outstanding Ordinary Shares, no par value (the “Ordinary Shares”), of Euronav NV, a naamloze vennootschap (limited liability company) incorporated in Belgium (the “Issuer”) not owned by CMB or its affiliates.

Additional Information and Where to Find It

The tender offer referred to herein has not yet commenced. This filing, including the attached exhibit, is for informational purposes only, is neither an offer to purchase nor a solicitation of an offer to sell any Ordinary Shares of the Issuer or any other securities, nor is it a substitute for the Tender Offer Statement on Schedule TO and other necessary filings that the Offeror will file with the Securities and Exchange Commission (the “Commission”), and the Solicitation/Recommendation Statement on Schedule 14D-9 and other necessary filings that the Issuer will file with the Commission, in the event that the tender offer is commenced. Any solicitation and offer to buy Ordinary Shares will only be made pursuant to an offer to purchase and related tender offer materials. At the time the tender offer is commenced, the Offeror will file with the Commission a Tender Offer Statement on Schedule TO and other necessary filings, and in connection therewith, the Issuer will file with the Commission a Solicitation/Recommendation Statement on Schedule 14D-9 and other necessary filings.

Any such Tender Offer Statement (including an offer to purchase, a related letter of transmittal and certain other offer documents) and any such Solicitation/Recommendation Statement on Schedule 14d-9 will contain important information. U.S. holders of Ordinary Shares are urged to read these documents carefully if and when they become available because they will contain important information that U.S. holders of Ordinary Shares should consider before making any decision with respect to the tender offer.

If a tender offer is commenced, the offer to purchase, the related letter of transmittal and the solicitation/recommendation statement and other filings related to the offer will be made available for free at the Commission’s website at www.sec.gov. In addition, holders of Ordinary Shares may obtain free copies of the Tender Offer Statement and other offer documents that the Offeror will file with the Commission by contacting the information agent for the tender offer that will be named in the Tender Offer Statement and the Solicitation/Recommendation Statement. The proposed Tender Offer will not be commenced if the share purchase transaction referred to in the exhibits hereto is not consummated.

Forward-Looking Statements

This Schedule TO and the exhibits filed herewith may contain certain “forward-looking statements”, many of which are beyond the Offeror’s ability to control or predict. These include, without limitation, forward-looking statements related to the Offeror’s possible share purchase and resulting tender offer for Ordinary Shares. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “should,” “would” and “will” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements are based on the Offeror’s expectations as of the date they were first made and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Such risks and uncertainties include, among others, the timing of regulatory reviews and shareholder approval as may be required by applicable law, whether the share purchase transaction will be consummated, and the timing of the launch of the tender offer, if commenced. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. Unless as otherwise stated or required by applicable law, the Offeror undertakes no obligation and does not intend to update these forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements in this Schedule TO and the exhibits filed herewith are qualified in their entirety by this cautionary statement.

Item 12. Exhibits

- 2 -

Exhibit 99.1

Euronav and Frontline offer two very different visions of the future

Frontline flags ‘huge cash generation potential’ of fully financed deal expanding fleet into the world’s largest public tanker owner

09 Oct 2023 | NEWS

By Richard Meade

@Lloydslisted | richard.meade@lloydslistintelligence.com

Stick with us and support a diversified vision of the future, or sell your shares and go for a pure-play scaled tanker strategy, says CMB chief executive Alexander Saverys as Euronav and Frontline prepare for two very different futures

SAVERYS: COMPANY VALUE IS ABOUT MORE THAN JUST STOCK PRICE.

AN end to the “strategic and structural deadlock” inside Euronav has created a rare market test of two radically divergent visions of the future of shipping.

Two listed companies will effectively vie for shareholder buy-in once CMB takes full control of Euronav and John Fredriksen exits with a $2.35bn acquisition of tankers.

One will be the largest pure-play tanker company in the world determined to ride a generational market opportunity.

The other will be a diversified catalyst for shipping decarbonisation with a plan to build a ‘future-proofed’ fleet of ammonia- and hydrogen-fuelled ships.

“We understand that some people will not agree with us and will prefer a pure play strategy,” said CMB chief executive Alexander Saverys after the deal to buy out Fredriksen’s 26% stake in Euronav and sell him 24 tankers was formally announced on Monday.

“Well, they have the option to exit; they can sell their shares at the same price we offered to John [Fredriksen]. However, we also believe there is a shareholder base that sees much more long-term value in our strategy and want to remain in the company, and we are very happy to keep them on board. So every shareholder has a choice — stick with us or sell your shares.”

The deal brings to an end an 18-month stalemate between Frontline and the Saverys family after Fredriksen scrapped a $4.2bn merger plan that would have created the world’s largest publicly listed tanker company.

Under the terms of the agreement, which will require regulatory approval before it is completed:

After 18 months of in-fighting and what both sides now admit was a “deadlock arising from their entrenched differences over strategy”, Fredriksen and the Saverys clan are finally free to set out their plans for what happens next.

For Fredriksen, the deal represents the critical mass he clearly craved.

Consolidation and scale was always the aim and presenting the deal to investors on Monday, Frontline chief Lars Barstad talked up the “huge cash generation potential” of this fully financed deal.

Frontline more than doubles its VLCC position by taking this route, upping its fleet 57% in dwt terms but adding 37% in terms of sailing days.

“This transaction will solidify Frontline’s position as the leading publicly listed tanker company, and significantly expand our exposure towards modern efficient VLCCs at an opportune time in the cycle,” Fredriksen explained in a statement announcing the deal.

By acquiring 24 modern, high-quality VLCCs, nine of which are scrubbed-fitted, he is both ensuring immediate cash flow generation into the winter season, but positioning Frontline as the largest player positioned to take advantage of a market with real upside left to come.

With the lowest VLCC orderbook since the 1980s, Chinese imports moving to an all-time high and Russian sanctions continuing to yield inefficient trading patterns, the bid to cement Frontline and the leading tanker powerhouse has all the hallmarks of a classic well-timed Fredriksen play.

But for Alexander Saverys, the longer-term play was the more important strategic priority, hence the stand-off between the two sides.

While Saverys has made clear from the start that he did not intend to exit the tanker business altogether, diversification via “a gradual decrease of the share of revenues coming from pure crude oil transportation by adding different shipping asset types to the Euronav portfolio” is now on the cards.

In practice, that means Euronav could now buy part or all of the “future-proof” fleet controlled by the Saverys privately-owned CMB and CMB.Tech operations. Future proofed, in this instance, means efficient low-carbon emitting ships with a healthy orderbook of ammonia and hydrogen ships to come.

CMB wants Euronav to be the benchmark shipowner when it comes to green ships and it well understands that is a long-term play.

The question is whether shareholders and a sceptical cadre of analysts will go along for the ride.

According to Saverys, the “old world” equities analysts who have been sold on the Frontline mantra of scale are not the ones who are going to buy into his vision of the future. He’s waiting for the energy transition analysts to start following, along with a new generation of investors.

“Of course I respect the fact shareholder value needs to be created,” he explained.

“I respect shareholders who want dividends. I respect shareholders that want a management team to create value and of course a big part of that is the share price, but there’s more to a business than just a stock price,” he explained.

Having spent the past year hamstrung by the internal battles in Euronav, this deal will finally allow his team to move quickly and focus on the next chapter for Euronav’s evolution.

“We have a lot of ideas, a lot of plans a lot of ambition — we are very happy that we can finally move on and focus on the real work” said Saverys.

“Things will accelerate form here — to paraphrase Churchill — this is just the beginning of the beginning.”

[END]