Form SC14D9C - Written communication relating to third party tender offer

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(RULE 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

Euronav NV

(Name of Subject Company)

Euronav NV

(Name of Person(s) Filing Statement)

Ordinary shares, no par value

(Title of Class of Securities)

B38564108

(CUSIP Number of Class of Securities)

Seward & Kissel LLP

Attention: Keith Billotti, Esq.

One Battery Park Plaza

New York, New York 10004

(212) 574-1200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications

on Behalf of the Person(s) Filing Statement)

With copies to

Euronav NV

De Gerlachekaai 20

2000 Antwerpen

Belgium

Tel: 011-32-3-247-4411

Keith Billotti, Esq.

Seward & Kissel LLP

One Battery Park Plaza

New York, New York 10004

(212) 574-1200 (telephone number)

(212) 480-8421 (facsimile number)

☒	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Schedule 14D-9 consists of a communication by Euronav NV (“Euronav”), which is attached hereto as Exhibit 99.1, providing a dividend and business update following the recent board and management changes and the closing of a sale of Euronav’s ordinary shares by Frontline plc and Famatown Finance Limited to CMB NV (“CMB”), which will trigger an obligation under Belgian law for CMB to conduct a tender offer for all the ordinary shares of Euronav that CMB does not currently hold.


Exhibit No.		Description

99.1		Press release of Euronav, dated November 29, 2023

Important Information

The tender offer described in this communication has not yet commenced. We expect it to consist of two separate offers from CMB: (i) an offer for all ordinary shares (the “Securities”) of Euronav conducted in accordance with the laws of Belgium, and (ii) an offer for all Securities held by holders of who are resident in the United States in accordance with applicable U.S. law (the “U.S. Tender Offer”).

This communication is for informational purposes only and is neither a recommendation, an offer to purchase nor a solicitation of an offer to sell any securities of Euronav. This communication does not constitute a formal notification of a public takeover bid within the meaning of the Belgian Law of 1 April 2007 on public takeover bids and the Belgian Royal Decree of 27 April 2007 on public takeover bids. CMB has advised us that full details thereof will be included in the prospectus to be filed with the Belgian Financial Services and Markets Authority.

The U.S. Tender Offer will only be made pursuant to an offer to purchase and related materials. CMB has advised us that it will file, or cause to be filed, a tender offer statement on Schedule TO with the United States Securities and Exchange Commission (the “SEC”) at the time the U.S. Tender Offer commences. Thereafter, Euronav will file a solicitation/recommendation statement on Schedule 14d-9 with respect to the U.S. Tender Offer.

Euronav urges holders of the Securities subject to the U.S. Tender Offer who wish to participate in the U.S. Tender Offer to carefully review the documents relating to the U.S. Tender Offer that CMB will file with the SEC since these documents will contain important information, including the terms and conditions of the U.S. Tender Offer. Euronav also urges these Holders to read the related solicitation/recommendation statement on Schedule 14d-9 that Euronav will file with the SEC relating to the U.S. Tender Offer. You may obtain a free copy of these documents after they have been filed with the SEC, and other documents filed by Euronav and CMB with the SEC, at the SEC’s website at www.sec.gov. In addition to the offer and certain other tender offer documents, as well as the solicitation/recommendation statement, Euronav files reports and other information with the SEC.

You should read the filings CMB and Euronav make with the SEC carefully before making a decision concerning the U.S. Tender Offer.

Forward-Looking Statements

Matters discussed in this communication 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. Euronav 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 communication 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 the risk that the proposed transaction may not be completed, or if it is completed, that it will close in a timely manner, uncertainty surrounding how many of Euronav’s stockholders will tender their shares in the tender offer, the possibility that any or all of the various conditions to the consummation of the tender offer may not be satisfied or waived, the possibility of business disruptions due to transaction-related uncertainty and the response of business partners to the announcement, including customers, the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability, 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.

EXHIBIT 99.1

PRESS RELEASE

Wednesday 29 November 2023 – 08:00 CET

_______________________________________

DIVIDEND DISTRIBUTION FOR Q3 2023 AND BUSINESS UPDATE

ANTWERP, Belgium, 29 November, 2023 – Euronav NV (“EURN”, “Euronav” or “the Company”) (NYSE: EURN & Euronext: EURN) provides a business and dividend update following the recent board and management changes.

The Supervisory board has agreed to distribute USD 0.57 per share to shareholders for the period covering Q3 2023. This reflects positive freight market conditions in the large crude tanker market during Q3 2023. This favourable tanker market environment continues into Q4 2023 and is anticipated to remain robust during calendar year 2024.

Mandatory Takeover offer

Following the successful completion of the SPA (share purchase agreement) with Famatown/Frontline on 23 November, CMB by holding 49% of the share capital of Euronav is now obliged under Belgian corporate law to launch a mandatory takeover offer.

The offer will be launched at a price of USD 18.43 per share, reduced on a dollar-for-dollar basis by the gross amount per share of any distributions by Euronav to its shareholders with an ex-dividend date prior to the settlement date. The bid price will be paid in cash.

As CMB intends to maintain Euronav’s listing on Euronext Brussels and the New York Stock Exchange, it has clearly voiced its intention to not launch a squeeze-out bid following the closing of the offer.

Future strategy

The new management has a clear future strategy for which is based on three axes:

•

Diversification of the fleet

•

Decarbonization of the fleet

•

Optimization of the existing fleet

The core for Euronav will remain the crude tanker operation. The prospects for this market remain very positive supported by strong industry fundamentals. A low order book (5% on average), global fleet ages at 22 year highs and robust demand for crude (IEA forecast 1.2m bpd growth for 2024) provide a constructive background for calendar year 2024.

Consensus freight rate forecasts for 2024 at $50k per day for VLCC and Suezmax rates. In addition, with asset values approaching all-time highs (adjusted for inflation) management will have the optionality to recycle capital from the tanker market into the energy transition over the medium term.

As the company transitions from a pure crude tanker vehicle toward an energy transition growth company investors should expect to see a more equal balance between growth investments in the energy transition and cash distributions to shareholders.

Euronav management look forward to updating investors with more details on strategy, and capital allocation via an active investor engagement programme during Q1 2024 including a capital markets day.

PRESS RELEASE

Wednesday 29 November 2023 – 08:00 CET

_______________________________________

Trading update

So far in the fourth quarter, Euronav VLCCs in the Tankers International Pool have earned USD 36k per day with 84% of the available days fixed. Euronav’s Suezmax fleet trading on the spot market has earned USD 42k per day on average with 72% of the available days fixed.

Distribution to shareholders for Q3 2023

The Supervisory Board is proposing a gross dividend of USD 57 cents per share to reflect both the strong tanker market fundamentals and the robust operational leverage that the current Euronav platform had to such market conditions.

As mentioned before, this means that the bid price will be reduced by USD 57 cents per share to USD 17.86 per share.

COUPON 36:

Ex dividend date:	12/12/2023
Record date:	13/12/2023
Payment date:	20/12/2023

Alexander Saverys, CEO of Euronav said: “Euronav is pleased to reward shareholders with this dividend reflecting positive tanker market performance during Q3 2023. We are looking, to pivot the company further with a value-creating strategy to diversify the fleet, decarbonisation of the fleet and optimisation of the existing fleet”.

Contact:

Communications Coordinator – Enya Derkinderen

Tel: +32 476646359

Email: communications@euronav.com

About Euronav NV

Euronav is an independent tanker company engaged in the ocean transportation and storage of crude oil. The company is headquartered in Antwerp, Belgium, and has offices throughout Europe and Asia. Euronav is listed on Euronext Brussels and on the NYSE under the symbol EURN. Euronav employs its fleet both on the spot and period market. VLCCs on the spot market are traded in the Tankers International pool of which Euronav is one of the major partners. Euronav’s owned and operated fleet consists of 1 V-Plus vessel, 41 VLCCs (with a further one under construction), 22 Suezmaxes (with a further four under construction) and 2 FSO vessels.

PRESS RELEASE

Wednesday 29 November 2023 – 08:00 CET

_______________________________________

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 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.