The failed merger
CMB and Frontline outwardly portrayed themselves as being at loggerheads over the control of Euronav starting in October 2021. However, there were several intricate steps and manoeuvres that ultimately led to CMB and Frontline dividing up Euronav in a deal that was detrimental to the interests of the rest of the shareholders.
October 2021
Frontline acquires a stake of just under 10% in Euronav. CMB responds by increasing its shareholding.
December 2021
CMB tries to sell CMB.TECH to Euronav for the first time for $700 million. Euronav rejects the proposal because of a “significant valuation gap” in the valuation of CMB.TECH and several “highly questionable” valuation assumptions made by CMB.
March 2022
CMB unsuccessfully tries to sell CMB.TECH to Euronav for the second time.
April 2022
Frontline and Euronav announce the $4.2 billion all-share merger to create an entity under the name of Frontline.
July 2022
CMB publicly opposes the deal, saying it is the largest shareholder and that the deal risked ‘creating negative value’. It also announces it is building a blocking stake of 25% in Euronav.
December 2022
Frontline/Frederiksen sells $2 million in Euronav shares while Frontline presses changes to the economic terms of the merger. The sale coincides with CMB’s purchase of an equivalent number of Euronav shares, which allowed CMB to reach a 25% blocking stake in Euronav.
January 2023
Frontline pulls out of the deal with Euronav, notwithstanding Euronav’s willingness to discuss the terms of merger, and despite having no relevant termination rights under the merger agreement.
Euronav files a claim for arbitration against Frontline after the termination of the agreement. Frontline starts to purchase a substantial amount of Euronav shares, capitalizing on Euronav’s significant share price drop and increase in trading volume caused by the news of termination.
March 2023
During a special general meeting, Euronav's supervisory board is expanded from five to seven members, with four new dependent members affiliated with CMB and Frontline. The board is now composed of three independent and four dependent members. According to both CMB and Frontline, this new board composition leads to a “deadlock” over differing strategic visions for Euronav's future.
May 2023
Euronav chief executive Hugo De Stoop departs.
July 2023
Euronav’s supervisory board votes in favour of suspending the arbitration claim against Frontline indefinitely, against the advice of the attorneys of the company. They had warned that in the context of the joint control, this amounted to a de facto abandoning of the procedure and the claim.
October 2023
Euronav announces a three-part transaction (the “3P Transaction”) with Frontline and CMB, which Euronav presents as a deal to overcome an alleged “deadlock” inside the company, which effectively was their joint control.
November 2023
The 3P transaction is approved at a Special General Meeting dominated by CMB and Frontline.
The Chair of the board resigns, while Julie De Nul, Catherina Scheers and Patrick Molis become the independent directors of the Supervisory Board. This is surprising, as they had been rejected in March 2023 for not meeting the requirements of the Belgian Corporate Governance Code for independence.
CMB emerges as the controlling shareholder of Euronav, and Alexander Saverys becomes the new CEO.
December 2023
Euronav announces it is acquiring CMB.TECH. Notably this is the third time CMB has attempted to offload CMB.TECH to Euronav.
The transaction is approved by the supposedly “independent” supervisory board members, at least one of whom is a close confidant and long-time business partner to CMB and the Saverys family.
February 2024
CMB launches a mandatory tender offer for remaining shares in Euronav.
March 2024
The tender offer completes with roughly three-quarters of minority shareholders tendering their shares.
April 2024
Payment of the offer price for the tendered shares takes place.
September 2024
FourWorld wins its first legal challenge against CMB on September 6, 2024. In a landmark ruling, the Belgian Markets Court ruled against CMB stating that the mandatory takeover offer price was too low and suggested to increase the price by $0.52.
October 2024
The Belgian market regulator, FSMA, follows suit, forcing CMB to re-open its bid for Euronav and pay an additional $0.52 per share – $36 million - to investors who tendered their shares.