The shipping company CMB has been ordered by the Belgian financial regulator (FSMA) to pay an additional USD 36 million to shareholders who tendered shares during its mandatory takeover of Euronav earlier this year. The stock market watchdog is also forcing CMB to reopen its takeover bid offer to shareholders who chose not to sell in March 2024.
In July 2022, Frontline announced plans to merge with Euronav to form the largest tanker company in the world. In January 2023, Frontline decided to scrap the merger deal. Euronav’s biggest shareholder, Compagnie Maritime Belge (CMB, the Saverys family), had been opposed to the deal from the start.
The abandoned merger resulted in a deadlock that was resolved by a solution that would allow Frontline to acquire 24 tankers from Euronav, with the first’s shares in Euronav then passing to Euronav’s biggest shareholder CMB. Early this year, CMB launched a mandatory public bid for the shares in tanker company Euronav NV. The bid closed on 15 March. In July, the company announced Euronav would continue under the name of CMB.Tech.
Not all Euronav shareholders, united under the banner of FourWorld, were happy with this outcome resulting in the court case before the Market Court.
Also read: Court ruling could result in major payout for CMB
FSMA sets new bid price
The FSMA decision to retrospectively increase the price of each of the 69.2 million shares already tendered to USD 18.28 – adding an additional USD 0.52 per share – follows the ruling by the Brussels Market Court last month. That judgement ordered the FSMA to re-examine the bid price after finding in favour of the minority shareholders, FourWorld Capital Management LLC, who brought the case before the courts against CMB.
‘In accepting the recommendation of the Brussels Market Court, this FSMA decision helps to protect the rights of overlooked minority shareholders,’ says John Addis, founder and Chief Investment Officer (CIO) of FourWorld. ‘Although this is a victory for minority shareholders, we are disappointed the regulator has not used its expertise and specialist industry knowledge to complete an independent calculation of the true share value at the time of takeover. We must now consider whether to appeal on this matter. However, overall, this is an important step in our legal case against CMB and Frontline as we continue to fight for a fair outcome that holds majority shareholders to account.’
Also read: Frontline-Euronav deal sealed: Frontline acquires tankers for shares
Reopened bid
The FSMA has also ordered CMB to reopen the Bid at an adjusted bid price of USD 12.66, taking into account the bid price increase and the distributions paid by CMB.Tech to its shareholders since the initial announcement of the bid, as soon as possible and at the latest within forty business days following receipt of the order.
The price of the reopening will be USD 12.66 per share. This bid price takes into account the initial reference price of the bid of USD 18.43, which is increased by USD 0.52 in accordance with the order by the FSMA and decreased by USD 6.29, the aggregate amount of distributions made by CMB.Tech since the initial announcement of the bid on October 9, 2023.
Also read: Frontline abandons Euronav merger attempt
Separate legal case
A separate legal challenge launched by FourWorld is underway in the Antwerp Enterprise Court. In this case, they ask for the unwinding of CMB’s mandatory takeover, Euronav’s USD 2.35 billion fleet sale to Frontline, and Euronav’s decision to renounce and settle its arbitration claim against Frontline.
The case is scheduled to appear before the Antwerp Enterprise Court in May 2026.
Also read: Euronav founder and largest shareholder CMB opposes Frontline merger
