consisting of a possible (i) purchase/sale of approximately 40% of the fleet by Euronav to Frontline or an affiliate of Frontline and (ii) voluntary and conditional public takeover bid by CMB for all Ordinary Shares in Euronav not already owned by CMB or its affiliates, supported by a tender commitment by Frontline/Famatown (the “Voluntary Bid Structure”).
In July and August 2023, CMB, Frontline, Argo and Allen & Overy exchanged various preliminary and non-binding draft versions of the transaction documents under the Voluntary Bid Structure, including drafts of a framework agreement and a tender commitment. In addition, CMB, Frontline, Argo, Allen & Overy and Advokatfirmaet Wiersholm, counsel to Frontline, exchanged various non-binding draft versions of a heads of agreement, a template shipping management agreement and a template memorandum of agreement. Several commercial issues, including the fleet sale price and the bid price, were still open.
On July 26, 2023, Mr. Alexander Saverys, on behalf of CMB, and Mr. Lars Barstad, on behalf of Frontline, presented to Euronav’s Supervisory Board the Voluntary Bid Structure as a possible solution to the deadlock.
In late August 2023, Mr. Alexander Saverys, on behalf of CMB, and Mr. Lars Barstad, on behalf of Frontline, discussed a possible change of the original transaction structure to (i) a purchase/sale of approximately 40% of Euronav’s fleet (the “Vessel Sale”), and (ii) an acquisition by CMB of all Ordinary Shares in Euronav held by Frontline/Famatown (the “Share Purchase”), followed by a mandatory public takeover bid by CMB for all Ordinary Shares in Euronav not already held by CMB or its affiliates (the “Mandatory Bid”) (the Share Purchase and the Mandatory Bid, collectively, the “Mandatory Bid Structure”). The Vessel Sale and the Mandatory Bid are referred to as the “Transaction.”
On August 29, 2023, Mr. Alexander Saverys, on behalf of CMB, and Mr. Lars Barstad, on behalf of Frontline, provided an update to Euronav’s Supervisory Board regarding the possible change of the transaction structure to a Mandatory Bid Structure.
From August 30, 2023 through September 27, 2023, a series of further discussions occurred between representatives of CMB and Frontline regarding the Vessel Sale and the possible change of the transaction structure from a Voluntary Bid Structure to a Mandatory Bid Structure.
On September 28, 2023, Mr. Ludovic Saverys, on behalf of CMB, and Mr. Lars Barstad, on behalf of Frontline, provided an update to Euronav’s Supervisory Board regarding the potential Transaction, noting (i) with respect to the Vessel Sale, the proposed sale price had been determined to be $2.525 billion (based on the valuation of the independent shipping brokers) and (ii) with respect to the Share Purchase and the Mandatory Bid, the proposed price per Ordinary Share had been determined to be $18.43.
On October 3, 2023, CMB and Frontline discussed changing the number of vessels to be sold by Euronav to Frontline in the Vessel Sale from 26 vessels to 24 vessels and to adjust the price from $2.525 billion to $2.350 billion. CMB and Frontline also discussed and agreed upon the final fleet list for the Vessel Sale.
On October 5, 2023, Euronav announced by press release that Frontline and CMB were in discussions on an integrated solution to the strategic and structural deadlock in Euronav, and on October 6, 2023, CMB’s board of directors met to discuss and approve, among other things, the Share Purchase.
On October 8, 2023, Euronav’s Supervisory Board convened to: (i) determine compliance with the related party procedure provided for under Belgian law, (ii) deliberate on the recommendation of the committee of independent members of Euronav’s Supervisory Board and (iii) approve the Vessel Sale and the termination of the arbitration proceedings between Euronav and Frontline in connection with the Transaction.
On October 9, 2023, (i) with respect to the Share Purchase, CMB entered into a share purchase agreement (the “Share Purchase Agreement”) with Frontline and Famatown (together with Frontline, the “Sellers”)
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