UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2024
Commission File Number: 001-36810
EURONAV NV
De Gerlachekaai 20
2000 Antwerpen
Belgium
011-32-3-247-4411
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached hereto as Exhibit 99.1 is a copy of the press release of Euronav NV (the “Company”), dated February 14, 2024, announcing that CMB NV ( “the Bidder”) has launched its previously announced mandatory public takeover bid on all the shares in the Company that are not already owned by the Bidder or persons affiliated with the Bidder.
The information contained in Exhibit 99.1 of this Report on Form 6-K is hereby incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-272785) that was filed with the U.S. Securities and Exchange Commission effective June 20, 2023.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
EURONAV NV | ||||||
(Registrant) | ||||||
Dated: February 14, 2024 | ||||||
By: | /s/ Ludovic Saverys |
|||||
Ludovic Saverys | ||||||
Chief Financial Officer |
EXHIBIT 99.1
PRESS RELEASE
Wednesday 14 February 2024 – 08:00 a.m. CET
CMB NV LAUNCHES ITS MANDATORY PUBLIC TAKEOVER BID ON EURONAV NV
ANTWERP, Belgium, 14 February 2024 – Euronav NV (“EURN”, “Euronav” or “the Company”) (NYSE: EURN & Euronext: EURN) announces that today CMB NV (“CMB” or “the Bidder”) has launched its previously announced mandatory public takeover bid on all the shares in Euronav that are not already owned by the Bidder or persons affiliated with the Bidder (the “Bid”).
The acceptance period in respect of the bid will open on 14 February 2024 and close on 15 March 2024. The bid price amounts to USD 17.86 per share in cash, i.e. USD 18.43 per share, less USD 0.57 dividend per share.
In its response memorandum, the supervisory board of Euronav has unanimously recommended as follows:
• | if a shareholder is aligned with Euronav’s new future-proof strategy, it is recommended to remain invested in Euronav and not tender the shares; and |
• | if a shareholder does not embrace Euronav’s revised strategy, it is recommended to tender their shares to the Bidder in the Bid. |
The prospectus (including the response memorandum and the acceptance forms) is available on the following websites: www.cmb.be/mandatorybid, www.kbc.be/euronav2024 and https://www.euronav.com/en/mandatory-bid/.
An offer to purchase has been filed on a form “Schedule TO” with the SEC and that same together with the company response (that will be included in a “Schedule 14D-9” filing) are available on the website: https://www.euronav.com/investors/company-news-reports/sec-filings/
Read the more detailed press release of CMB NV here: www.cmb.be/mandatorybid
Contact Euronav:
Communications Coordinator – Enya Derkinderen Tel: +32 476646359
Email: communications@euronav.com
Contact CMB:
Head of Marketing & Communications – Katrien Hennin Tel: +32 499393470
Email: katrien.hennin@cmb.be
Publication final year results – 28 March 2024
About Euronav NV & CMB.TECH
Euronav and CMB.TECH (all capitals) together represent a group with around 150 ocean-going (including newbuildings) 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.
PRESS RELEASE
Wednesday 14 February 2024 – 08:00 a.m. CET
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.
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.