UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 3)
Euronav NV
(Name of Subject Company)
Compagnie Maritime Belge NV
(Offeror – Name of Filing Person)
Ordinary Shares, no par value
(Title of Class of Securities)
B38564108
(CUSIP Number of Class of Securities)
Ludovic Saverys
Chief Financial Officer
Compagnie Maritime Belge NV
De Gerlachekaai 20
2000 Antwerp Belgium
Telephone: +32 3 247 59 11
(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With a Copy to:
Robert E. Lustrin, Esq.
Reed Smith LLP
599 Lexington Avenue
New York, NY 10022-7650
Telephone: (212) 521-5400
| ☐ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: None | Filing Party: Not applicable | |
| Form of Registration No.: Not applicable | Date Filed: Not applicable |
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☒ | third-party tender offer subject to Rule 14d-1 |
| ☐ | issuer tender offer subject to Rule 13e-4 |
| ☐ | going-private transaction subject to Rule 13e-3 |
| ☐ | amendment to Schedule 13D under Rule 13d-2 |
Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☒ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 3 (this “Amendment No. 3”) amends and supplements the Tender Offer Statement on Schedule TO filed by Compagnie Maritime Belge NV, a public limited liability company (“naamloze vennootschap”) under Belgian law (“CMB” or the “Offeror”), with the U.S. Securities and Exchange Commission (the “Commission”) on February 14, 2024, as amended and supplemented by Amendment No. 1 thereto filed by CMB with the Commission on February 27, 2024, and Amendment No. 2 thereto filed by CMB with the Commission on March 1, 2024 (the “Schedule TO”). The Schedule TO relates to the offer by CMB to purchase all outstanding ordinary shares, no par value (“Ordinary Shares” or the “Shares”), of Euronav NV, a public limited liability company (“naamloze vennootschap”) under Belgian law (“Euronav” or the “Company”), beneficially owned by U.S. Holders for $17.86 per share in cash, without interest and less any applicable withholding taxes, reduced on a dollar-for-dollar basis by the gross amount of any distributions by Euronav to its shareholders (including in the form of a dividend, distribution of share premium, decrease of share capital or in any other form) with a payment date falling after the date of the Offer to Purchase and before the Settlement Date (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 14, 2024 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended and supplemented from time to time, constitute the “Offer”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
Except as otherwise set forth in this Amendment No. 3, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items identified in this Amendment No. 3. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
Items 1 through 9 and Item 11.
The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented by adding the following after the last paragraph under the heading “The U.S. Offer — Section 15. Certain Legal Matters” of the Offer to Purchase:
“On February 29, 2024, Boothbay Absolute Return Strategies, LP, Boothbay Diversified Alpha Master Fund, LP, Corbin Hedged Equity Fund, L.P., Corbin ERISA Opportunity Fund, Ltd., Pinehurst Partners, L.P., FW Deep Value Opportunities Fund I, LLC, FourWorld Global Opportunities Fund, Ltd., and FourWorld Event Opportunities, LP, the same plaintiffs that filed a complaint in the United States District Court for the Southern District of New York, also filed a complaint in the Market Court of Belgium that requests the Market Court to (i) determine that the price of the Belgian Offer is too low as it does not take into account alleged special benefits that would have been granted to Frontline on top of the cash purchase price paid by CMB for the Ordinary Shares it purchased from Frontline and Famatown, and (ii) order CMB to adjust the Offer Price taking into account such alleged special benefits. The request does not indicate what this higher price should be.
CMB believes that this suit also is without merit and intends to vigorously defend against the suit.
The outcome of the matter described above cannot be predicted with certainty. Additional demands may be made, or complaints may be filed, against the Offeror in connection with Offers. If such additional demands are made or complaints are filed, absent new or different allegations that are material, the Offeror will not necessarily announce such additional demands or complaints.”
Item 12.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit(s):
| Exhibit No | Description | |
| (a)(5)(H) | Press release issued by the Offeror dated March 4, 2024. | |
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: March 4, 2024 | COMPAGNIE MARITIME BELGE NV | |||||
| By: | /s/ Ludovic Saverys | |||||
| Name: | Ludovic Saverys | |||||
| Title: | Chief Financial Officer | |||||
EXHIBIT INDEX
| * | Previously filed. |
| ** | Filed herewith. |
