Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
February 07 2023 - 3:24PM
Edgar (US Regulatory)
Filed by Euronav NV
This communication is filed pursuant to Rule 425
under the United States Securities Act of 1933
Subject Company: Euronav NV
(Commission File No. 001-36810)
Date: February 7, 2023
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PRESS RELEASE
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Regulated information - This press release contains inside
information within the meaning of Regulation (EU) No 596/2014 of the European Parliament and of
the Council of 16 April 2014 on market abuse (market abuse
regulation) |
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7 February 2023
2.15 p.m. CET |
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UPDATE ON EMERGENCY ARBITRATION
ANTWERP, Belgium, February 7, 2023 Euronav NV (EURN or Euronav) (NYSE:
EURN & Euronext: EURN) hereby informs its shareholders with reference to Euronavs press releases dated 17 and 30 January 2023 that today it has received an arbitration decision in the context of its application
request for urgent interim and conservatory measures in relation to Frontlines (NYSE: FRO & OSE: FRO) unilateral action in pursuing the termination of the combination agreement of July 10, 2022.
The emergency arbitrator has dismissed Euronavs request for provisional and interim measures on the basis of the
specific and procedural rules applicable to the emergency proceedings and in particular:
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a lack of urgency for Euronav in obtaining the requested interim and provisional
measures. |
Euronav continues to believe that Frontlines unilateral action in pursuing the termination
of the combination agreement has no basis under the terms of the combination agreement and that Frontline failed to provide a satisfactory justification for its decision to pursue termination.
Only the arbitration procedure on the merits that was initiated by Euronav on 28 January 2023 will decide on the merits of the
validity of such termination.
Euronav is in the process of analysing the Companys options and will continue to take
appropriate legal action to protect and preserve the rights and interests of Euronav and its stakeholders.
Euronav continues
to communicate and maintain a constructive dialogue with its shareholders. In particular, in view of Euronavs upcoming general shareholders meeting convened at the request of CMB NV that will be held on 23 March 2023, Euronav
believes that governance tailored to all of Euronavs shareholders and stakeholders, with directors with a constructive mindset, should remain Euronavs goal, which requires retaining a proportional independence and a high degree of
continuity of the Supervisory Board to ensure value protection for all shareholders and compliance with Belgian corporate governance standards.
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PRESS RELEASE
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Regulated information - This press release contains inside
information within the meaning of Regulation (EU) No 596/2014 of the European Parliament and of
the Council of 16 April 2014 on market abuse (market abuse
regulation) |
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7 February 2023
2.15 p.m. CET |
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For this purpose, on 4 February 2023, the Euronav Supervisory Board sent a letter to CMB NV and Famatown Finance Limited to
request each of them to consider a Euronav Supervisory Board composition representing the current proportionate shareholding structure of Euronav, with two (2) newly appointed non-independent members
nominated by CMB NV (being Messrs. Marc Saverys and Patrick De Brabandere) and two (2) newly appointed non-independent members to be nominated by Famatown Finance Limited. CMB NV has on 6 February 2023 responded that it is not
inclined to agree and that all mandates should be up for discussion to allow for a comprehensive deliberation. Famatown has not responded to the contents of the proposal.
Euronav will continue to update the market in accordance with applicable regulations.
Contact:
Contact: Brian Gallagher Head of IR Communications & Management Board member
Tel: +44 20 78
70 04 36
Email: IR@euronav.com
Announcement final year results 2022: 31 March 2023
About Euronav NV
Euronav is an independent tanker company engaged in the ocean transportation and storage of crude oil. The company is
headquartered in Antwerp, Belgium, and has offices throughout Europe and Asia. Euronav is listed on Euronext Brussels and on the NYSE under the symbol EURN. Euronav employs its fleet both on the spot and period market. VLCCs on the spot market are
traded in the Tankers International pool of which Euronav is one of the major partners. Euronavs owned and operated fleet consists of 1 V-Plus vessel, 40 VLCCs (with further two under construction), 22
Suezmaxes (with a further five under construction) and 2 FSO vessels under long term contract.
Forward-Looking Statements
Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation
Reform Act of 1995 provides safe harbor 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 harbor provisions of the Private Securities
Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor 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 managements 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.
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PRESS RELEASE
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Regulated information - This press release contains inside
information within the meaning of Regulation (EU) No 596/2014 of the European Parliament and of
the Council of 16 April 2014 on market abuse (market abuse
regulation) |
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7 February 2023
2.15 p.m. CET |
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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 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.
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