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Euronav, soon to be CMB.Tech, may face further costs and court time around 2023 deal
The Saverys-led tanker company has a name change, a potential further payout to shareholders and a challenge to its 2023 acquisition on the horizon
A Belgian court has found share valuations that "implied certain special benefits" in the pricing of the VLCC fleet Euronav sold to Frontline last year at a price of US$2.35Bn.
Litigation launched by a New York-based investment fund, FourWorld Capital Management, is eyeing greater compensation for minority shareholders from the deal that saw a carve-out of Euronav’s VLCCs by interests and funds linked to John Fredriksen in return for the Saverys family taking Mr Fredriksen’s shares in Euronav.
Euronav’s fleet was divided, and the Saverys family’s Compagnie Maritime Belge (CMB) launched a mandatory public takeover for the rest of Euronav in February. The bid was successful, with CMB holding 88% of the shares. The Saverys family subsequently sold its decarbonisation-focused brand, CMB.Tech, to Euronav for US$1.15Bn.
Saverys-controlled Euronav, which is rebranding on 1 October to take on the CMB.Tech name, said the latest judgment in the Brussels Market Court “largely rejected” claims brought forward by the US investment fund and Euronav shareholder FourWorld Capital Management.
"In its ruling dated 6 September 2024, the Market Court dismissed the majority of FourWorld’s claims as inadmissible and/or unfounded. However, the Court did find that the pricing of certain vessels sold by Euronav to Frontline implied certain special benefits to Frontline. The Court calculated these benefits to be US$0.52 per Euronav share," Euronav’s statement reported.
The Belgian Market Court did not order a payout in association with its finding, but instead referred the matter to Belgium’s Financial Services & Markets Authority (FSMA) for review.
Should the FSMA determine that an adjustment is appropriate and direct an increase of US$0.52 per Euronav share in accordance with the Market Court’s findings, CMB announced it will pay the amount of the increase to all shareholders who validly tendered their shares in the bid," Euronav said, noting the specifics of how and when the payment would be made would be discussed as and when needed and factor in regulatory requirements in the US and Belgium, the jusrisdictions in which the split share purchases were recorded.
CMB calculated Euronav’s US$5.72 per share in distributions made to shareholders since the takeover bid in March 2024 and found an estimated adjusted bid price of US$12.66 per share.
FourWorld said the court’s decision that the value of each share should be retrospectively increased by at least US$0.52 amounts to "an additional pay out of US$46M".
"This sum takes into account the 69.2M shares tendered in March 2024, and those remaining that may be sold if the public offer is re-opened. The Markets’ Court found that when calculating the bid price, CMB had failed to take into account special advantages worth US$104M granted to Frontline when simultaneously selling it the best part of Euronav’s fleet (its newest 24 VLCCs or very large crude carriers)," a statement from FourWorld claimed.
- Euronav again faces legal challenge from US investment group
- CMB holds more than 88% of Euronav after share-buys close
- CMB: Euronav takeover ’will close as scheduled’
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FourWorld’s legal challenges to CMB takeover of Euronav
FourWorld has been seeking to add hundreds of millions of dollars for minority shareholders and has filed multiple court challenges linked to the price and structure of CMB’s takeover of Euronav.
Euronav and CMB appointed Arrow Shipbroking and VesselsValue respectively as their fleet valuation experts in the sale of its VLCCs. Euronav received the highest valuation for the 24 tankers at US$2.45 Bn.
Court estimates calculated the additional benefits to be about US$0.52 per share higher than the US$17.86 per share offered by CMB, and the ruling stated there was a possibility “that each party deliberately chose an estimator who was generally known to be habitually rather generous or rather reserved in their judgments”.
Should the FSMA determine that an adjustment is appropriate and direct an increase of US$0.52 per Euronav share in accordance with the Market Court’s findings, CMB will pay the amount of the increase to shareholders who tendered their shares in the bid.
FourWorld claimed the ruling "breaks new legal ground in Belgium and abroad regarding judicial protection of the minority shareholders, putting brazen bidders willing to game the system on notice", and pointed to its own activism in making public documents, including supervisory board meeting minutes, legal and financial advice and other evidence, available through court action in the US.
“Friday’s ruling makes it clear Euronav’s two largest shareholders acted to serve their own interests at the expense of the company and minority shareholders which is an important first step in unravelling this deal. We believe there was a far greater cost to independent shareholders than recognised by the Brussels Market Court on Friday," FourWorld founder John Addis said.
“CMB and Frontline managed to pull off the deal of a lifetime underneath the noses of Euronav’s supervisory board and financial regulators. Our years of experience fighting for minority shareholder interests has shown that if a deal looks too good to be true, it probably is. FourWorld will continue to fight through the courts for a fair outcome to this case.”
FourWorld claimed its court victories give it momentum in a separate legal challenge currently underway in the Antwerp Enterprise Court. In that case, FourWorld has petitioned for the unwinding of CMB’s mandatory takeover, Euronav’s US$2.35Bn 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.
In response to the ruling and forthcoming legal proceedings, in Euronav and CMB statements, the Saverys said they were "comforted by the view of the Market Court on specific legal topics," and "the company considers these claims to be without merit and is vigorously contesting them."
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