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

(Amendment No. 1)

Euronav NV

(Name of Subject Company)

Compagnie Maritime Belge NV

(Offeror – Name of Filing Person)

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

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

With a Copy to:

Robert E. Lustrin, Esq.

Reed Smith LLP

599 Lexington Avenue

New York, NY 10022-7650

Telephone: (212) 521-5400

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:

This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by Compagnie Maritime Belge NV, a public limited liability company (“naamloze vennootschap”) under Belgian law (“CMB” or the “Offeror”) with the U.S. Securities and Exchange Commission on February 14, 2024 (the “Schedule TO”). The Schedule TO relates to the offer by CMB to purchase all outstanding ordinary shares, no par value (“Ordinary Shares” or the “Shares”), of Euronav NV, a public limited liability company (“naamloze vennootschap”) under Belgian law (“Euronav” or the “Company”), beneficially owned by U.S. Holders (as defined below) for $17.86 per 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 Offer to Purchase and before the Settlement Date (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 14, 2024 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended and supplemented from time to time, constitute the “Offer”), copies of which are attached to the to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items identified in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.

Item 8. Interest in Securities of the Subject Company

The Offer to Purchase and Item 8 of the Schedule TO are hereby amended and supplemented by adding the following sentence immediately following the end of the first paragraph in “The U.S. Offer — Section 9. Certain Information About the Offeror” of the Offer to Purchase:

“Each of Alexander Saverys, Ludovic Saverys and Michael Saverys may be deemed to beneficially own all of the Ordinary Shares of the Company owned by Saverco and CMB. Each of Alexander Saverys, Ludovic Saverys and Michael Saverys has disclaimed beneficial ownership of such Ordinary Shares, except to the extent of his respective pecuniary interest therein.”

Items 1 through 9 and Item 11.

The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented by adding the following new paragraph immediately following the end of the last paragraph in “The U.S. Offer — Section 15. Certain Legal Matters” of the Offer to Purchase:

“Certain Litigation

On February 26, 2024, a complaint was filed with the United States District Court for the Southern District of New York, captioned Boothbay Absolute Return Strategies, LP, Boothbay Diversified Alpha Master Fund, LP, Corbin Hedged Equity Fund, L.P., Corbin ERISA Opportunity Fund, Ltd., Pinehurst Partners, L.P., FW Deep Value Opportunities Fund I, LLC, FourWorld Global Opportunities Fund, Ltd., and FourWorld Event Opportunities, LP v. Belgische Scheepvaartmaatschappij-Compagnie Maritime Belge SA, Case No. 24-1445 (the “Complaint”).

The Complaint names the Offeror as defendant. The Complaint alleges, among other things, that the defendant violated Section 14(e) of the Exchange Act by disseminating materially false and misleading offering materials relating to the U.S. Offer, including this Offer to Purchase and other documents disseminated pursuant to the Schedule TO of which this Offer to Purchase is a part, and the Belgian Prospectus (collectively, the “Offering Documents”). The Complaint seeks, among other relief, (i) injunctive relief restraining the Offeror from completing the U.S. Offer on the basis of such offering materials, (ii) awarding plaintiffs compensatory and punitive damages in an unspecified amount, and (iii) awarding plaintiffs’ court costs and reasonable attorney’s fees. The Complaint also seeks a declaration that the Offering Documents are materially false and misleading and therefore violate Section 14(e) of the Exchange Act and declaring the Offering Documents null and void.

CMB believes that the suit is without merit and intends to vigorously defend against the suit.

The outcome of the matter described above cannot be predicted with certainty. Additional demands may be made, or complaints may be filed, against the Offeror in connection with Offers. If such additional demands are made or complaints are filed, absent new or different allegations that are material, the Offeror will not necessarily announce such additional demands or complaints.”

Item 12.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit(s):

SIGNATURES

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.

EXHIBIT INDEX

Exhibit (a)(5)(G)

PRESS RELEASE

Antwerp, February 27, 2024, [11.30a.m.] – CMB NV (“CMB”) announced that it has become aware that certain funds managed by FourWorld Capital Management, LLC (“FourWorld”) filed a complaint in the United States District Court for the Southern District of New York in connection with CMB’s U.S. offer to purchase from U.S. holders all outstanding ordinary shares of Euronav NV (“Euronav”).

FourWorld describes itself as an SEC-registered investment adviser focusing on event-driven investment opportunities with particular focus on tax, legal and regulatory catalysts. Based on publicly available information, since the completion of Euronav’s acquisition of CMB.TECH, FourWorld increased its stake in Euronav from just under 1% (i.e. the threshold for mandatory disclosure of acquisitions) to 2.41% by acquiring at least 3,133,334 shares for a total price of at least USD 55.8 million.

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. offer on the basis of such offering materials and an award of damages in an unspecified amount.

CMB believes that the suit is without merit and intends to vigorously defend against the suit. CMB will keep investors informed of its outcome.

CMB believes that the transactions entered into between Euronav and Frontline plc (“Frontline”) in connection with Euronav’s sale of 24 vessels to Frontline and the termination of the arbitration that Euronav previously commenced against Frontline, and CMB’s sale of CMB.TECH NV to Euronav, were on arms’ length terms and conditions and that the sale prices were fair to Euronav and its shareholders. These transactions were approved by the independent members of Euronav’s supervisory board and supported by an overwhelming majority of shareholders months ago, after FourWorld’s representative had the opportunity to raise the same objections at Euronav’s recent shareholder meetings at which Euronav’s supervisory board provided detailed responses.

As previously disclosed, the transactions are a part of the solution to the strategic deadlock that existed at Euronav and Euronav’s acquisition of CMB.TECH embodies the new strategy of decarbonisation and diversification that Euronav has embraced.

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.

About Euronav NV & CMB.TECH

Euronav and CMB.TECH together represent a group with approximately 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.

Disclaimer

This press release does not constitute a takeover bid to purchase securities of Euronav nor a solicitation by anyone in any jurisdiction with respect to Euronav. The public takeover bid is only made on the basis of the prospectus approved by the FSMA, which is available on www.cmb.be/mandatorybid. Neither this press release nor any other information in respect of the matters contained herein may be supplied in any jurisdiction where a registration, qualification or any other obligation is in force or would be with regard to the content hereof or thereof. Any failure to comply with these restrictions may constitute a violation of the financial laws and regulations in such jurisdictions. CMB and its affiliates explicitly decline any liability for breach of these restrictions by any person.

Additional Information for U.S. Holders

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any ordinary shares, no par value, of Euronav (“Ordinary Shares”) or any other securities.

The U.S. Offer is only being made to U.S. Holders who are the beneficial owners of Ordinary Shares. The U.S. Offer is made solely by the Offer to Purchase and related Letter of Transmittal, which are included in CMB’s Schedule TO filed with the U.S. Securities and Exchange Commission (SEC). The U.S. Offer will expire at 10:00 A.M., New York City time, on March 15, 2024, unless the expiration of the U.S. offer is extended to a subsequent date in accordance with U.S. and Belgian law.

The tender offer statement on Schedule TO (including an offer to purchase, a related letter of transmittal and certain other offer documents) that were filed with the SEC by CMB and the related solicitation/recommendation statement on Schedule 14D-9 that was filed with the SEC by Euronav relating to the U.S. tender offer contain important information that U.S. holders should consider before making any decision with respect to the U.S. tender offer. U.S. holders may obtain a free copy of these documents at the SEC’s website at https://www.sec.gov, or by contacting Georgeson LLC, the information agent for the U.S. tender offer via telephone by calling (888) 815-4902 for U.S. holders or +1 (781) 819-4572 for shareholders outside the US, or via email to euronavoffer@georgeson.com.

CONTACT

Katrien Hennin

Head of Marketing and Communications CMB

+32 499 39 34 70

Katrien.hennin@cmb.be