Euronav NV and CMB NV (“CMB”), its controlling shareholder, announced that they entered into a share purchase agreement for the acquisition of 100% of the shares in CMB.TECH NV (“CMB.TECH”) (the “Transaction”) for a purchase price of USD 1.150 billion in cash. CMB.TECH is a diversified cleantech maritime group. CMB.TECH builds, owns, operates and designs large marine and industrial applications that run on dual-fuel diesel-hydrogen and diesel-ammonia engines and monofuel hydrogen engines. CMB.TECH offers hydrogen and ammonia fuel that it either produces or sources from external produces to its customers.
CMB.TECH is active throughout the full hydrogen value chain through four different divisions: Marine, Technology & Development, H2 infra, and Industry. The value creation of the new strategy is driven by CMB.TECH’s “future-proof” (or low carbon emitting) fleet of 106 lowcarbon vessels, of which 46 are under construction. The Transaction fits int the Company’s renewed strategy of dversification, decarbonization and accelerated optimization of the Company’s current crude oil tanker fleet.
The parties believe that the Transaction will lead to the creation of the leading, future proof shipping platform, with the Company becoming the reference in sustainable shipping. CMB and Euronav believe that the addition of CMB.TECH to Euronav’s business will enable a flywheel strategy – positioning the group to tap into each step of the energy transition towards low carbon shipping, with a clear vision on value creation for its shareholders. Euronav’s older tanker tonnage provides excellent opportunities to recycle capital over time into more futureproof, attractive and diversified end-markets and contract types.
In addition, Euronav’s current customer portfolio is located at the centre of the energy transition and looking for low-carbon tanker shipping services. The Transaction falls within the scope of the related parties transactions prcedure under Belgian law (Article 7:16 of the BCCA). It has been approved by the Euronav Supervisory Board on the advice of the Committee of independent directors, which appointed Degroof Petercam Corporate Finance as independent financial expert to provide a fairness opinion on the valuation of the Transaction. More information can be found in the announcement of Euronav attached to this press release. The fairness opinion provided by the independent financial expert and the advice of the Committee of independent directors are made available on the Company’s website. Alexander Saverys, Euronav’s and CMB’s CEO, stated: “After having reached an agreement with Famatown Finance Limited and Frontline plc on the strategic and structural deadlock for Euronav, we are pleased to announce another significant milestone for Euronav with the acquisition of CMB.TECH. This will allow the Company to rapidly and meaningfully execute its diversification and decarbonization strategy.”
CMB.TECH
CMB.TECHoperates through four different divisins. The largest division of CMB.TECH is the marine division. It builds, owns, operates and designs a wide range of low and zero-carbon ships powered by dual-fuel diesel-hydrogen and diesel-ammonia and monofuel hydrogen engines: offshore wind support vessels, dry bulk vessels, container vessels, chemical tankers, and others (tugboats and ferries). The integration of the drivetrain, the storage and the bunkering of hydrogen and ammonia, is implemented with a diverse and experienced inhouse engineering team in partnership with Original Equipment Manufacturers and shipyards.
CMB.TECH’s H2 infra division offers hydrogen and ammonia fuel to its customers, either through its own production or by sourcing it from third party producers. Within H2 infra, the necessary technology and infrastructure is designed, developed and operated to produce and distribute green hydrogen and ammonia. The H2 infra division acts as a flywheel for both the Marine and Industr division – supporting that the green hdrogen and green ammonia value chain is a distinct part of a financially sustainable solution for the energy transition. A particular focus on hydrogen and ammonia production and storage completes the entire value chain to deliver the clean fuels of the future.
CMB.TECH’s Industry division develops hydrogen powered heavy-duty industrial applications. The focus on hydrogen solutions is driven by a commitment to offering affordable, reliable and sustainable solutions that reduce emissions and lower the environmental footprint of CMB.TECH’s clients. The advanced technology allows the conversion of existing diesel engines into dual-fuel and monofuel engines, providing flexibility and cost-effectiveness. The engines include high-speed options for smaller-scale applications, as well as medium-speed and slowspeed engines for marine and heavy-duty applications.
CMB.TECH has a strong track record with successful commercial projects throughout its various ivisions with global best in class custoers, and in addition also collaborates with a wide range of original equipment manufacturers on the development of its engines and
applications.
Transaction details
On 22 December 2023, the Company entered into a share purchase agreement with CMB to acquire 100% of the shares in CMB.TECH, for a total purchase price of USD 1.150 billion in cash.
The purchase price will be financed from the cash proceeds of the sale of part of the VLCC fleet to Frontline (which was announced on 9 October 2023). The transaction includes USD 2.496 billion roll-over debt (bank, leasing and shipyard liabilities). This includes both net
existing financial debt of USD 510 million and total nominal outstanding capital commitments of USD 1.986 billion. Of those outstanding capital commitments that will be paid over the coming 3 years, USD 1.625 billion has been secured and will be rolled over. The remaining unfunded capital commitment of USD 361 million will come from Eurnav’s own cash.
The Transaction is also sbject to important conditions, including approval by a special general meeting of Euronav’s shareholders in accordance with Article 7:152 BBCA (the “SGM”) and customary waivers of change of control provisions in view of the rollover of
certain contracts. The Company and CMB expect to close the Transaction in February 2024.
Further information on CMB.TECH and the Transaction will be included in an information note to Euronav shareholders to be prepared in the context of the abovementioned special general meeting of Euronav.
Mandatory takeover offer update On 27 November 2023, the FSMA has publicly announced the receipt of the file relating to a mandatory takeover offer by CMB on all outstanding Euronav shares (“the Offer”) following the completion of CMB’s acquisition of Euronav shares from Frontline plc/Famatown Finance Limited. The Offer price amounts to USD 18.43 per share. Following the payment of a gross dividend of USD 0.57 per share on 20December 2023, the Offer price has been reuced by the gross amount of such dividend, resulting in an amount of USD 17.86 per Share. The bid price will be further reduced on a dollar-for-dollar basis by the gross amount per share of any future distributions by Euronav to its shareholders with an ex-dividend date prior to the settlement date of the Offer. The Offer price will be paid in cash. The Offer carries no acceptance threshold CMB intends to maintain Euronav’s listing on Euronext Brussels and the New York Stock Exchange, and therefore has no intention to launch a squeeze-out bid following the closing of the Offer.
Future Company name
Given the Company’s strong focus on decarbonization following implementation of its new strategy and the Transaction, Euronav intends to propose to its shareholders to change its corporate name to CMB.TECH following completion of the Transaction and the Offer. It envisages keep the “Euronav” name as the brand name for its tanker division.
Indicative imetable
22 December 2023 Announcement propsed Transaction
Signature of CMB.TECH share purchase agreement
January 2024 Convening of special general meeting (SGM) to approve the Transaction pursuant to Art. 7:152 BCCA
12 January 2024 Capital Markets Day
February 2024 SGM
February 2024 Closing of the Transaction
February 2024 Targeted approval date of MTO Prospectus / CMB launches mandatory offer (MTO) for Euronav
March 2024 Targeted close of acceptance period for MTO
Source: Euronav
