EURN Euronav NV

UNITED STATES
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. 2)

 

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

 

 

The purpose of this Amendment No. 2 on Schedule 14D-9 is to amend and restate the Solicitation/Recommendation Statement on Schedule 14D-9 originally filed with the Securities and Exchange Commission (the "SEC”) on February 14, 2024, and amended by Amendment No. 1 filed with the SEC on February 27, 2024 (the “Statement”).

The Statement is hereby amended and restated in its entirety as follows.

INTRODUCTION

This Solicitation/Recommendation Statement (this “Statement”) relates to a tender offer (the “U.S. Offer”) by Compagnie Maritime Belge NV, a public limited liability company (“naamloze vennootschap”) under Belgian law (“CMB” or the “Offeror”) in respect of the ordinary shares, no par value per share (“Ordinary Shares”), of Euronav NV, a limited liability company incorporated under the laws of Belgium (“we,” “us,” “our,” “Euronav,” or the “Company”).

CMB is making the U.S. Offer pursuant to the U.S. Offer to Purchase (as amended, the “U.S. Offer to Purchase”) that is included in its Tender Offer Statement on Schedule TO (“Schedule TO”) that it filed on February 14, 2024, with the Securities and Exchange Commission (the “SEC”).  As part of the U.S. Offer, CMB is offering to pay $17.86 for each Ordinary Share, in cash, without interest and less any applicable withholding taxes, reduced on a dollar-for-dollar basis by the gross amount of any distributions by Euronav to its shareholders (including in the form of a dividend, distribution of share premium, decrease of share capital or in any other form) with a payment date falling after the date of the U.S. Offer to Purchase and before the Settlement Date (as defined below) (the “Offer Price”). The Offeror initially announced that the per Share offer price would be $18.43. However, as a result of the dividend of $0.57 per share paid by Euronav on December 20, 2023, to holders of record of Ordinary Shares on December 13, 2023, the Offer Price was reduced to $17.86 per Share. For additional information, please see the U.S. Offer to Purchase, including “How much are you offering to pay for the Ordinary Shares and what is the form of payment?”

The term “Settlement Date” means the date on which the Offer Price is paid to U.S. Holders who have tendered their Shares in the U.S. Offer and on which title to such Shares is transferred to the Offeror.

The term “U.S. Holders” has the meaning given it under instruction 2 to paragraphs (c) and (d) of Rule 14d‑1 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Concurrently with the U.S. Offer, the Offeror is making an offer in Belgium to purchase all outstanding Ordinary Shares of Euronav from all holders (other than the Offeror and its affiliates), wherever located, for the same price and on substantially the same terms as the U.S. Offer (the “Belgian Offer” and together with the U.S. Offer, the “Offers”).

The U.S. Offer to Purchase and the related documents contain important information that you should read before making any decision in connection with the U.S. Offer.

Item 1. Subject Company Information.

The Company’s name and the address and telephone number of its principal executive office is as follows:

Euronav NV
De Gerlachekaai 20
2000 Antwerpen, Belgium
Tel: 0032 (0) 3 247 44 11

This Schedule 14D-9 relates to the Ordinary Shares. As of February 12, 2024, the Company had 202,233,997  Ordinary Shares outstanding. The Offers are required in connection with the completion of the Share Sale (as defined below), which triggered an obligation under Belgian law for CMB to conduct a tender offer for all the Ordinary Shares of Euronav that CMB and its affiliates do not already own.

Item 2. Identity and Background of Filing Person.

The Company is the person filing this Statement. The Company’s name, address and business telephone number are set forth in Item 1 above, which information is incorporated herein by reference.

This Schedule 14D-9 relates to the U.S. Offer pursuant to which the Offeror has offered to purchase, subject to certain terms and conditions, up to 42.86 % of the outstanding Ordinary Shares at the Offer Price pursuant to its U.S. Offer to Purchase.

According to the Schedule TO, the U.S. Offer commenced on February 14, 2024 and will expire at 10:00 A.M., New York City time, on March 15, 2024 the “Initial Expiration Date”. The U.S. Offer may be extended as described in this Offer to Purchase. The Belgian Offer is currently scheduled to expire at 4:00 P.M., Brussels Belgium time (10:00 A.M., New York City time), on the Initial Expiration Date. If the Belgian Offer is extended in accordance with Belgian law, CMB intends to extend the U.S. Offer so that it will expire on the same day as the Belgian Offer, which will be a business day in both the U.S. and Belgium.

All U.S. Holders of Ordinary Shares may tender their Ordinary Shares into either the U.S. Offer or the Belgian Offer. Non-U.S. Holders of Ordinary Shares may not tender their Ordinary Shares into the U.S. Offer.

According to the Schedule TO, the address for the Information Agent of the U.S. Offer is 1290 Avenue of the Americas, 9th Floor, New York, NY, 10104 and U.S. shareholders, banks and brokers can call the Information Agent toll free +1 888-815-4902 (outside U.S. and Canada can call +1 781-819-4572).

Item 3. Past Contacts, Transactions, Negotiations and Agreements

Shareholders should be aware that certain officers and directors of the Company have interests in the Offers which are described in this Statement and which may present them with certain actual or potential conflicts of interest with respect to the Offer. This Item 3 contains information (either set forth below or incorporated herein by reference) regarding the interests of the Company’s directors and executive officers with respect to the Offers.

The Offeror is CMB, with registered office at De Gerlachekaai 20, 2000 Antwerp (with telephone number +32 3 247 59 11) registered in the Crossroads Bank of Enterprises with company number 0404.535.431 (RLE Antwerp, division Antwerp). CMB is a subsidiary of Saverco, an investment holding company. Saverco and CMB are privately held companies. Saverco owns 100% of the outstanding shares of CMB. Alexander Saverys, Ludovic Saverys and Michael Saverys each own approximately 33.33% of the issued shares of Saverco. None of these individuals own any shares of CMB directly. The Offeror is the largest shareholder of Euronav. As of the date hereof, the Offeror owns 107,905,344 Shares or approximately 53.36% of the outstanding Ordinary Shares and Saverco owns 24,400 Ordinary Shares or approximately 0.01% of the outstanding Ordinary Shares. The Offeror has three representatives on Euronav’s Supervisory Board, and the Chief Executive Offer and Chief Financial Officer of the Offeror are also the Chief Executive Officer and Chief Financial Officer of Euronav, respectively.  See Annex A to the U.S. Offer to Purchase for more information on the Board of Directors and executive officers of the Offeror.

As described above, certain of the directors and/or executive officers of the Company are also directors and/or executive officers of CMB or the following affiliates of CMB. The Offeror has indicated in the U.S. Offer to Purchase that it expects that such persons will retain their respective positions at the Company following completion of the Offers.

Supervisory Board Relationships

Management Relationships

Item 4. The Solicitation or Recommendation.

(a)  Recommendation – No Opinion/Remaining Neutral Towards the Offer.

On behalf of the Company, the Supervisory Board reviewed the terms and conditions of the Offers with the assistance of its legal advisors. The Supervisory Board expresses no opinion to holders of Ordinary Shares and is remaining neutral with respect to the Offers.

The Supervisory Board reached the conclusion to remain neutral with respect to the Offers because it determined, after consideration of the factors and reasons set forth below, that the decision of a holder of Ordinary Shares with respect to the Offers will substantially depend on its view of Euronav’s new strategy.

The Supervisory Board believes that a shareholder’s decision whether or not to tender its Ordinary Shares in the Offers and, if so, the number of Ordinary Shares to tender, is a personal investment decision based upon each individual shareholder’s particular circumstances. The Supervisory Board urges each shareholder to make its own decision regarding the Offers based on all available information, including the adequacy of the Offer Price in light of the shareholder’s own investment objectives, the shareholder’s views as to the Company’s prospects and outlook, particularly in light of its new strategy, the factors and reasons considered by the Supervisory Board as described below and any other factors and reasons that the shareholder deems relevant to its investment decision. The Supervisory Board also urges each shareholder to consult with its financial and tax advisors regarding the Offers. Accordingly, the Supervisory Board expressed unanimously that holders of Ordinary Shares who are aligned with Euronav’s new strategy should not tender their Ordinary Shares in the Offers, and that holders of Ordinary Shares who do not embrace Euronav’s new strategy should tender their Ordinary Shares in the Offers.

(b) Background and Reasons for the Supervisory Board’s Position.

Background

On October 9, 2023, the Offeror entered into a share purchase agreement (the “Share Purchase Agreement”) with Famatown Finance Limited (“Famatown”) and Frontline plc (“Frontline” and together with Famatown, the “Sellers”), pursuant to which the Sellers agreed to sell to CMB and CMB agreed to purchase from the Sellers an aggregate of 57,479,744 Ordinary Shares, representing 28.47% of the then outstanding shares of Euronav (excluding treasury shares) for a purchase price of $18.43 per share, for an aggregate purchase price of $1,059,351,682 in cash (the “Share Purchase”). Euronav was not a party to the Share Purchase Agreement.

As a result of the closing of the Share Purchase, CMB became obligated under Belgian law to make a mandatory unconditional public takeover bid (the “Mandatory Bid”) for all Ordinary Shares that are not already owned by CMB or its affiliates. The Offers are being made to satisfy CMB’s legal obligation under Belgian law to conduct the Mandatory Bid.

Reasons for the Recommendation

The following two factors constitute the reasons for the Supervisory Board’s determination to express no opinion to the Company’s shareholders and to remain neutral with respect to the Offers.

On October 9, 2023, CMB announced that it entered into the Share Purchase Agreement at a share price of $18.43 in cash and that it would conduct the Mandatory Bid at the same per share price, reduced on a dollar-for-dollar basis by the amount per Share of any cash dividends and other distributions by Euronav to its shareholders that have an ex-dividend date prior to the Settlement Date of the Mandatory Bid. The share price of $18.43 was the result of a negotiated agreement between CMB and the sellers based solely on the adjusted net asset value (“NAV”) of Euronav as of September 30, 2023, the calculation of which was based upon, among other things, the average of three independent third-party fair market valuations of Euronav’s fleet as of August 31, 2023. The Offeror has calculated an indicative adjusted NAV of Euronav as of January 31, 2024, of $19.47, using the same methodology as the parties to the Share Purchase used, and based upon an update of the fleet valuations as of January 31, 2024 and adjustments that reflect Euronav’s financial results (unaudited) as of December 31, 2023, as reported by Euronav in its Form 6-K report furnished to the SEC on February 1, 2024. For additional information please see the U.S. Offer to Purchase, including Section 10. “Past Contacts, Transactions, Negotiations and Agreements” in the U.S. Offer to Purchase under the heading “The Transaction” — “Mandatory takeover bid by the Offeror.”

While CMB initially announced that the Offer Price in the Mandatory Bid would be $18.43, as a result of the dividend of $0.57 per share paid by Euronav on December 20, 2023, to holders of record of Ordinary Shares on December 13, 2023, the Offer Price has been reduced to $17.86 per Share in cash.

For more information on the determination of the Offer Price, see The U.S. Offer — Section 10. “Past Contacts, Transactions, Negotiations and Agreements — The Transaction — Determination of the purchase price for the Share Purchase and the Offer Price in the Mandatory Bid” in the U.S. Offer to Purchase.

According to the Schedule TO, CMB’s future strategy for Euronav aims to make Euronav the reference platform for sustainable shipping and is based on three axes:

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

In weighing these factors, the Supervisory Board considered that, on the one hand, the Offer Price represented an opportunity for shareholders to monetize their investment at a price that reflected the Company’s NAV as of September 30, 2023, which was in line with the price CMB paid in the Share Purchase. On the other hand, the Supervisory Board also considered that, in light of, among other things, trends and other developments in energy transition, CO2-neutrality and requirements in respect of sustainability, the new strategy had the potential to, among other things, facilitate appreciation of the Ordinary Shares in the future.

Therefore, the Supervisory Board reached the conclusion to remain neutral with respect to the Offers because it determined, after consideration of the factors and reasons set forth above, that the decision of a holder of Ordinary Shares with respect to the Offers will substantially depend on its view of Euronav’s new strategy. Accordingly, the Supervisory Board expressed unanimously that holders of Ordinary Shares who are aligned with Euronav’s new strategy should not tender their Ordinary Shares in the Offers, and that holders of Ordinary Shares who do not embrace Euronav’s new strategy should tender their Ordinary Shares in the Offers. The Supervisory Board believes that a shareholder’s decision whether or not to tender its Ordinary Shares in the Offers and, if so, the number of Ordinary Shares to tender, is a personal investment decision based upon each individual shareholder’s particular circumstances. The Supervisory Board urges each shareholder to make its own decision regarding the Offers based on all available information, including the adequacy of the Offer Price in light of the shareholder’s own investment objectives, the shareholder’s views as to the Company’s prospects and outlook, particularly in light of its new strategy, the factors and reasons considered by the Supervisory Board as described above and any other factors and reasons that the shareholder deems relevant to its investment decision. The Supervisory Board also urges each shareholder to consult with its financial and tax advisors regarding the Offers.

The foregoing discussion of the factors and reasons considered by the Supervisory Board is intended to be a summary, and is not exhaustive, but rather includes the principal factors and reasons considered by the Supervisory Board. After considering these factors and reasons and its duties under Belgian law, the Supervisory Board decided to remain neutral as to whether shareholders should or should not tender shares in the U.S. Offer in light of the various factors described above and the totality of information available to the Supervisory Board.

(c) Intent to Tender.

The Company’s directors and executive officers are entitled to participate in the Offers on the same basis as other shareholders. However, after reasonable inquiry and to the best knowledge of the Company, none of the directors or executive officers of the Company intends to tender or sell Ordinary Shares held of record or beneficially by such person for purchase pursuant to the Offers.

Item 5. Person/Assets, Retained, Employed, Compensated or Used.

Neither the Company nor any person acting on its behalf has employed, retained or agreed to compensate any person to make solicitations or recommendations to shareholders concerning the Offers.

Item 6. Interest in Securities of the Subject Company.

Based on the Company’s records and on information provided to the Company by its directors, executive officers, affiliates and subsidiaries, during the past 60 days, no transactions with respect to the Ordinary Shares have been effected by the Company, or its executive officers, directors, affiliates or subsidiaries.

Item 7. Purposes of the Transaction and Plans or Proposals.

The Company has not undertaken and is not engaged in any negotiations in response to the Offers that relate to: (i) a tender offer or other acquisition of the securities of the Company or any of its subsidiaries by any other person; (ii) an extraordinary transaction, such as a merger, reorganization or liquidation involving the Company or any of its subsidiaries; (iii) a purchase, sale or transfer of a material amount of assets of the Company or any of its subsidiaries; or (iv) any material change in the present distribution rate or policy, or indebtedness or capitalization of the Company.

Additionally, there is no transaction, board resolution, agreement in principle, or signed contract in response to the Offers which relates to or would result in one or more of the foregoing matters.

Item 8. Additional Information.

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.

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this Statement other than historical facts may be considered forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results or events to be materially different. The words “may,” “will,” “seeks,” “anticipates,” “believes,” “expects,” “estimates,” “projects,” “plans,” “intends,” “should” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are subject to a number of risks, uncertainties and other factors, many of which are outside of the Company’s control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements. These risks and uncertainties include among other things, to the following:

While the list of factors presented here is representative, no list should be considered a statement of all potential risks, uncertainties or assumptions that could cause actual results or experience to differ materially from that expressed or implied by the forward-looking statements. The foregoing factors should be read in conjunction with the risks and cautionary statements discussed or identified in the public filings with the SEC made by the Company, including those listed under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements and Risk Factor Summary” in the Company’s Annual Report on Form 20-F for the year ended December 31, 2022 filed on April 12, 2023 and all other filings with the SEC after that date including but not limited to the subsequent Current Reports on Form 6-K, as such risks, uncertainties and other important factors may be updated from time to time in the Company’s subsequent reports.

The forward-looking statements contained in this Statement speak only as of the date of this Statement. Euronav does not undertake any obligation to revise or update any forward-looking statements to reflect new information, future events or circumstances after the date of the forward-looking statement, unless required by law.

Item 9. Exhibits.

SIGNATURE

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

Date: March 1, 2024

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