SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Euronav NV
(Name of Subject Company)
Euronav NV
(Name of Person(s) Filing Statement)
Ordinary shares, no par value
(Title of Class of Securities)
B38564108
(CUSIP Number of Class of Securities)
Seward & Kissel LLP
Attention: Keith Billotti, Esq.
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
With copies to
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Euronav NV
De Gerlachekaai 20
2000 Antwerpen
Belgium
Tel: 011-32-3-247-4411
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Keith Billotti, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200 (telephone number)
(212) 480-8421 (facsimile number)
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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PURPOSE OF AMENDMENT
This Amendment No. 1 (the “Amendment No. 1”) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by Euronav NV, a limited liability company incorporated under the laws of Belgium (“Euronav”), on February 14,
2024 (the “Original Statement,” and as amended or supplemented from time to time, the “Statement”) with the U.S. Securities and Exchange Commission (the “SEC”),
relating to the tender offer (the “U.S. Offer”) by Compagnie Maritime Belge NV, a public limited liability company (“naamloze vennootschap”)
under Belgian law (“CMB”), in respect of ordinary shares, no par value (the “Ordinary Shares”), of Euronav. CMB is making the
U.S. Offer pursuant to the U.S. Offer to Purchase (as amended, the “U.S. Offer to Purchase”), which it included in its Tender Offer Statement on Schedule TO that it filed on February 14,
2024 with the SEC.
Any capitalized term used and not otherwise defined herein shall have the meaning ascribed to that term in the Original Statement. Except as otherwise set forth below, the
information set forth in the Original Statement remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment No. 1. This Amendment No. 1 is being filed to reflect certain updates that are set forth below.
Item 8. Additional Information
Item 8 of the Original Statement is hereby amended and supplemented to include the following.
On February 27, 2024, Euronav issued a press release announcing that Euronav has been informed that certain funds managed by FourWorld Capital Management LLC have filed a complaint in connection with the U.S. Offer
to Purchase. Euronav is not involved in these proceedings.
Item 9. Exhibits
Item 9 of the Original Statement is hereby amended and supplemented to include the following exhibit in the exhibit index.
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Exhibit
No.
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Description
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(a)(23)
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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: February 27, 2024
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EURONAV NV
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By:
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Name |
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Ludovic Saverys |
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Title:
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Chief Financial Officer
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INFORMATION REGARDING US TAKEOVER BID
ANTWERP, Belgium, 27 February 2024 – Euronav NV (“EURN”, “Euronav” or “the Company”) (NYSE: EURN & Euronext: EURN) has been informed that certain funds managed by
FourWorld Capital Management LLC (“FourWorld”) have filed a complaint in the United States District Court for the Southern District of New York in connection with CMB’s U.S. takeover bid for the shares of the Company. The Company is not involved in
these proceedings.
FourWorld is an SEC-registered investment adviser focusing on event-driven investment opportunities with particular focus on tax, legal and regulatory catalysts. The
complaint alleges, among other things, that CMB violated Section 14(e) of the Securities Exchange Act of 1934 by disseminating materially false and misleading offering materials relating to the U.S. offer. The complaint seeks, among other relief, an
injunction restraining CMB from completing the U.S. takeover bid on the basis of such offering materials and an award of damages in an unspecified amount.
CMB has reacted in a statement to that complaint. That reaction can be consulted here.
Contact:
Communications Coordinator – Enya Derkinderen Tel: +32 476646359
Email: communications@euronav.com
Head of Marketing & Communications – Katrien Hennin Tel: +32 499393470
Email: katrien.hennin@cmb.be
About Euronav NV & CMB.TECH
Euronav and CMB.TECH together represent a group with around 150 ocean-going vessels in dry bulk, container shipping, chemical
tankers, offshore wind and oil tankers. The group focuses on large marine and industrial applications on hydrogen or ammonia. They also offer hydrogen and ammonia fuel to customers, through own production or third-party producers. The company is
headquartered in Antwerp, Belgium, and has offices across Europe and Asia.
Euronav is listed on Euronext Brussels and on the NYSE under the symbol EURN.
Euronav plans to change the group's name to CMB.TECH. Euronav will remain the oil tanker shipping division within the group.
More information can be found at www.euronav.com.
About CMB
CMB (Compagnie Maritime Belge) is a diversified shipping group based in Antwerp, Belgium. CMB is the majority shareholder of
Euronav.
More information can be found at www.cmb.be.
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PRESS RELEASE
27 February 2024 – 11:45 a.m. CET
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Forward-Looking Statements
Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbour
protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or
performance, and underlying assumptions and other statements, which are other than statements of historical facts. The Company desires to take advantage of the safe harbour provisions of the Private Securities Litigation Reform Act of 1995 and is
including this cautionary statement in connection with this safe harbour legislation. The words "believe", "anticipate", "intends", "estimate", "forecast", "project", "plan", "potential", "may", "should", "expect", "pending" and similar expressions
identify forward-looking statements.
The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without
limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are
inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.
In addition to these important factors, other important factors that, in our view, could cause actual results to differ materially from those discussed in the
forward-looking statements include uncertainty as to the number of shares that will be tendered in the Bid and the impact on the continued listing of the shares on the New York Stock Exchange or Euronext Brussels, the
failure of counterparties to fully perform their contracts with us, the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for tanker vessel capacity,
changes in our operating expenses, including bunker prices, dry-docking and insurance costs, the market for our vessels, availability of financing and refinancing, charter counterparty performance, ability to obtain financing and comply with
covenants in such financing arrangements, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions,
potential disruption of shipping routes due to accidents or political events, vessels breakdowns and instances of off-hires and other factors. Please see our filings with the United States Securities and Exchange Commission for a more complete
discussion of these and other risks and uncertainties.