Frequently asked questions

While Euronav was already one of the biggest and most successful shipping operators in the world, the planned merger with Frontline, on terms favorable to Euronav shareholders, would have made it even bigger and better.

Instead, CMB and Frontline’s actions resulted in Euronav losing the best and newest part of its fleet to Frontline, while proceeds from the fleet sale were used to purchase CMB.TECH, an ailing and capital-intensive subsidiary of CMB which specialized in the development of unproven technologies.  

Following the dismantling of Euronav, minority shareholders, including the funds defended by FourWorld, had little choice but to sell their shares to CMB at a deflated takeover bid price.  

After a preliminary procedure in the US in 2024 which enabled FourWorld to obtain essential evidence, the fund was able to launch two legal actions in Belgium. 

Firstly, FourWorld claims that CMB should pay a supplemental price per share tendered in CMB’s mandatory takeover bid. On September 6, 2024, the Belgian Markets Court ruled in FourWorld’s favor saying that the sale of Euronav shares by Frontline and Famatown to CMB granted “special indirect advantages” to Frontline, amounting to at least $0.52 per Euronav share. FourWorld maintains that the offer price should be considerably higher than this.

The court ordered the Belgian markets regulator, FSMA, to assess whether the offer price for the Euronav shares should be adjusted further.  In October 2024, the FSMA ordered CMB to reopen its bid for Euronav and pay shareholders an additional $36 million.

Secondly, FourWorld is pursuing three different claims before the Antwerp Enterprise Court, aimed at unwinding the three-way transaction to nullify: Euronav’s sale of its fleet, the purchase of CMB.TECH, and the settlement of Euronav’s arbitration claim against Frontline. The value of these claims could total almost $4 billion.

CMB and Frontline outwardly portrayed themselves as being at odds over the control of Euronav from October 2021 onwards when Frontline acquired a stake of just under 10% in the company. CMB responded by increasing its own shareholding and proposing a purchase of its subsidiary CMB.TECH by Euronav. This was rejected by the Euronav board in January 2022 along with a revised deal two months later.   

CMB.TECH, an early stage venture company, had failed to attract private investors or raise the market’s interest enough to launch an IPO. During Euronav’s annual general meeting in May 2022, Euronav’s board stated the proposed merger would “benefit only CMB [...] at the expense of current Euronav shareholders,” in effect diluting Euronav’s business model, causing net synergy losses, and increasing the company’s risk profile. 

In April 2022, Euronav found a better offer:  Frontline and Euronav announced their intention to merge. The market and analysts welcomed the announcement. 

CMB nevertheless vehemently and publicly opposed the deal, claiming it would create “negative” value for shareholders. It subsequently announced its intention to expand its shareholding to reach a blocking minority (25%). CMB reached that threshold in December 2022, with the help of Frontline who quietly put two-million shares on the market.  

Frontline pulled out of the merger with Euronav in January 2023, claiming the share price development of Frontline and Euronav since April 2022 made the merger unduly expensive and more beneficial for Euronav shareholders. Since this was a violation of the Combination Agreement, Euronav initiated arbitration proceedings against Frontline in January 2023. 

Against the advice of their attorneys, in July 2023 Euronav’s supervisory board voted in favor of indefinitely suspending the arbitration proceedings against Frontline. This break in legal proceedings gave Frontline and CMB the opportunity to hash out the details of the three-part transaction. 

In October 2023, Euronav, Frontline and CMB publicly announced a three-part deal. Frontline would purchase 24 of Euronav’s newest and cleanest VLCC tankers for $2.35 billion in exchange for transferring its shareholding in Euronav to CMB. As part of the deal, Euronav was forced to drop the arbitration against Frontline for zero compensation even though the case had a high probability of success and would have been extremely lucrative for Euronav and its shareholders.  

Notably, by the time of the three-part deal, CMB and Frontline’s representatives made up a majority of Euronav’s supervisory board, the company’s key decision-making body. 

Publicly, Frontline and CMB justified the breaking up and asset stripping of Euronav by invoking the need to end an alleged supervisory board “deadlock” inside the company. However, both major shareholders were coming to an agreement that exclusively suited their own interests, with no regard to those of Euronav and its minority shareholders. 

Once CMB was the sole controlling shareholder of Euronav, it replaced the last independent members of the Supervisory Board and forced the purchase of its ailing subsidiary CMB.TECH for $1.15 billion.  

FourWorld, one of Euronav’s minority shareholders, believes this three-part deal and the subsequent CMB.TECH purchase were made at the expense of the value of Euronav’s free float of shares that were listed on the New York and Belgian stock exchanges.  

In its ruling on September 6, 2024, the Brussels Market Court in Belgium found that the calculation of the price offered by CMB in its mandatory takeover bid of Euronav did not include special advantages which were granted to Frontline above the share price of $18.43.

The court evaluated that these advantages amounted to at least $0.52, and ordered the Belgian financial regulator (FSMA) to review the price again.

This amounts to an additional payout of $46 million, taking into account the 69.2 million shares tendered in March 2024, and those remaining that may be sold in light of the increased offer price.

The Court’s decision gave FourWorld an opportunity to provide the FSMA with new data to fully account for all the special advantages enjoyed by Frontline, at the expense of the minority shareholders.

Following the ruling on September 6, 2024, FourWorld asked the FSMA to extend the reasoning of the Market Court in its new assessment of the increased minimum takeover price.

While the court’s analysis concluded that the share price paid by CMB was at least $0.52 too low, its assessment was limited to the synergies between the two fleets of Euronav and Frontline. In doing so, the court excluded the fact that each individual fleet also had its own synergies, separate from and on-top of the additional synergies resulting from a combination of the two fleets.

In fact, the fleet of Euronav’s 24 brand new VLCC vessels by itself had its own added operational synergies given that these were sister ships.

To support the FSMA in its reassessment of the supplement, FourWorld provided the FSMA with additional data to be requested and calculations to help determine the value of the total synergies according to the methodology of the Market Court.

Ultimately, the FSMA extended the reasoning of the Market Court in its new assessment to force CMB to reopen its bid and pay an additional $0.52 per share to Euronav shareholders.

Having concluded that Euronav’s Supervisory Board was sidelined and coerced by CMB and Frontline, this ruling paves the way for success in a legal challenge currently underway in the Antwerp Enterprise Court. FourWorld has petitioned the Antwerp Enterprise Court to unwind Euronav’s $2.35 billion fleet sale to Frontline, Euronav’s decision to renounce and settle its arbitration claim against Frontline for zero compensation, and its subsequent purchase of CMB.Tech. The case is currently scheduled to appear before the Antwerp Enterprise Court in May 2026.