Form SC TO-C - Written communication relating to an issuer or third party

 

 

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

 

 

CMB.TECH NV

(formerly Euronav NV)

(Name of Subject Company)

Compagnie Maritime Belge NV

(Name of Filing Person) (Offeror)

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: [phone]

With a Copy to:

Robert E. Lustrin, Esq.

Reed Smith LLP

599 Lexington Avenue

New York, NY 10022-7650

Telephone: [phone]

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

 

 

CALCULATION OF FILING FEE

 

Transaction Valuation*		Amount of Filing Fee*
Not applicable		Not applicable

*	A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

 

☐	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)

 

 

 

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This Tender Offer Statement on Schedule TO relates solely to a preliminary communication made before the commencement of a planned tender offer by Compagnie Maritime Belge NV, a public limited liability company (“naamloze vennootschap”) under Belgian law (the “Offeror”) for all outstanding Ordinary Shares, no par value (the “Ordinary Shares”), of CMB.TECH NV (formerly Euronav NV), a public limited liability company (“naamloze vennootschap”) under Belgian law (the “Issuer”) not owned by CMB or its affiliates.

Additional Information and Where to Find It

The tender offer by the Offeror referred to herein has not yet commenced. The press release filed herewith as Exhibit 99.1 is for informational purposes only, and is neither an offer to purchase nor a solicitation of an offer to sell any Ordinary Shares of the Issuer or any other securities, nor is it a substitute for the Tender Offer Statement on Schedule TO and other necessary filings that the Offeror will file with the Securities and Exchange Commission (the “Commission”), and the Solicitation/Recommendation Statement on Schedule 14D-9 and other necessary filings that the Issuer will file with the Commission, at the time the tender offer is commenced. Any solicitation and offer to buy Ordinary Shares will only be made pursuant to an offer to purchase and related tender offer materials. At the time the tender offer is commenced, the Offeror will file with the Commission a Tender Offer Statement on Schedule TO and other necessary filings, and in connection therewith, the Issuer will file with the Commission a Solicitation/Recommendation Statement on Schedule 14D-9 and other necessary filings.

The Tender Offer Statement (including an offer to purchase, a related letter of transmittal and certain other offer documents) and the Solicitation/Recommendation Statement on Schedule 14D-9 will contain important information. U.S. Holders of Ordinary Shares are urged to read these documents carefully when they become available because they will contain important information that U.S. Holders of Ordinary Shares should consider before making any decision with respect to the tender offer.

When the tender offer is commenced, the offer to purchase, the related letter of transmittal and the solicitation/recommendation statement and other filings related to the offer will be made available for free at the Commission’s website at www.sec.gov. U.S. Holders of Ordinary Shares also may obtain free copies of the Tender Offer Statement and other offer documents that the Offeror will file with the Commission by contacting the information agent for the tender offer that will be named in the Tender Offer Statement and the Solicitation/Recommendation Statement.

Forward-Looking Statements

This Schedule TO and the exhibit filed herewith may contain “forward-looking statements”, many of which are beyond the Offeror’s ability to control or predict. These include, without limitation, forward-looking statements related to the Offeror’s commencement of the tender offer. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “should,” “would” and “will” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements are based on the Offeror’s expectations as of the date they were first made and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Such risks and uncertainties include, among others, the timing of the launch of the tender offer when commenced. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. Unless as otherwise stated or required by applicable law, the Offeror undertakes no obligation and does not intend to update these forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements in this Schedule TO and the exhibit filed herewith are qualified in their entirety by this cautionary statement.

Item 12. Exhibits

 

Exhibit No.		Description
99.1		Press Release of the Offeror dated October 9, 2024 in accordance with article 8, §1 of the Royal Decree of 27 April 2007 on public takeover bids of Belgium

Exhibit 99.1

 

 

PRESS RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE ITS PUBLICATION WOULD BE UNLAWFUL

REOPENING OF THE MANDATORY PUBLIC TAKEOVER BID ON CMB.TECH

Communication in accordance with article 8, §1 of the Royal Decree of 27 April 2007 on public takeover bids.

Antwerp, October 9, 2024, 7h30 a.m. – CMB NV (“CMB”) announced that, pursuant to an order of the Belgian Financial Services and Markets Authority (the “FSMA”) of October 7, 2024, it will (i) make a subsequent additional payment of USD 0.52 (or EUR 0.47) per share to all shareholders who have transferred their shares to CMB in its mandatory public takeover bid for the shares in CMB.TECH NV¹ (“CMB.TECH” and the “Bid”) that expired on March 15, 2024 and (ii) reopen the Bid at an adjusted price of USD 12.66 per share.

FSMA order

On October 7, 2024, the FSMA ordered CMB, in light of the Market Court ruling of September 6, 2024, to increase the bid price by USD 0.52 per share and, more specifically, to:

 

(i)

pay the bid price increase to (former) shareholders who have validly tendered their shares in the Bid during the acceptance period that expired on March 15, 2024, as soon as possible and at the latest on October 31, 2024 (the “Subsequent Payment”); and

 

(ii)

to reopen the Bid at an adjusted bid price of USD 12.66, taking into account the bid price increase and the distributions paid by CMB.TECH to its shareholders since the initial announcement of the Bid, as soon as possible and at the latest within 40 business days following receipt of the order (the “Reopening”).

Subsequent Payment

In accordance with the order of the FSMA, the Subsequent Payment per share will take place on October 31, 2024 and will be made to all (former) shareholders who have validly tendered their shares in the Bid and the concurrent U.S. tender offer during the acceptance period that expired on March 15, 2024. No additional actions are required from such (former) shareholders.

(Former) shareholders that tendered their shares in the U.S. tender offer will receive an additional payment of USD 0.52 per share. (Former) shareholders that tendered their shares in the Belgian offer will receive EUR 0.47 per share, i.e. the equivalent amount of the price increase in euros calculated using the WM/Reuters spot exchange rate for euros per U.S. dollar at 5:00 p.m. CET on the date of the order of the FSMA.

 

1	Formerly named Euronav NV and renamed CMB.TECH NV as of 1 October 2024.

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The Subsequent Payment will be made without any conditions or restrictions. If and to the extent that the Subsequent Payment cannot be executed (for reasons beyond the control of CMB), CMB will take necessary actions to ensure that funds are consigned to the Deposit and Consignment Fund (“Deposito- en Consignatiekas”) as per the order of the FSMA.

Reopening of the Bid and concurrent U.S. tender offer

In accordance with the order of the FSMA, CMB will reopen its Bid, which was made on the basis of a prospectus dated 13 February 2024 (the “Prospectus”) and in accordance with the Belgian Law of 1 April 2007 on public takeover bids and the Belgian Royal Decree of 27 April 2007 on public takeover bids.

The price of the Reopening will be USD 12.66 per share, reduced on a dollar-for-dollar basis by the gross amount per share of any future distributions by CMB.TECH to its shareholders with a payment date prior to the settlement date of the Reopening. This bid price takes into account the initial reference price of the Bid of USD 18.43, which is increased by USD 0.52 in accordance with the order by the FSMA and decreased by USD 6.29, the aggregate amount of distributions made by CMB.TECH since the initial announcement of the Bid on October 9, 2023.²

The closing price of CMB.TECH on the New York Stock Exchange on October 8, 2024 is USD 17.34.

The bid price will be paid in cash. Shareholders tendering Belgian shares in the Reopening will receive an equivalent amount in euros, calculated using the WM/Reuters spot exchange rate for euros per U.S. dollar at 5:00 p.m. CET on the date of the announcement of the results of the acceptance period of the Reopening.

Given CMB.TECH’s listing on Euronext Brussels and the New York Stock Exchange, the Reopening will be comprised of two concurrent offers (i.e., a dual offer), structured as (i) a new U.S. tender offer for CMB.TECH shares held by U.S. holders (within the meaning of Rule 14d-1(d) under the Securities Exchange Act of 1934, as amended), conducted in accordance with applicable U.S. federal securities laws, and (ii) a reopening of the Belgian offer for CMB.TECH shares held by holders wherever located, conducted in accordance with applicable Belgian law.

The reopening of the Belgian offer will take place on the basis of a supplement to the Prospectus that has to be approved by the FSMA and shall be made public. In accordance with the order of the FSMA, the acceptance period of the Reopening is expected to open at the latest on 4 December 2024. The U.S. tender offer will be made upon the terms and subject to the conditions set forth in an offer to purchase, letter of transmittal and related documents that CMB will file as part of a tender offer statement on Schedule TO with the U.S. Securities and Exchange Commission.

 

 

2

This amount comprises the distribution of USD 0.57 (coupon 36) with payment date on December 20, 2023, the distribution of USD 0.27 (coupon 37), USD 0.81 (coupon 38) and USD 3.49 (coupon 39) with payment date on May 31, 2024 and the distribution of USD 0.27 (coupon 40), USD 0.07 (coupon 41) and USD 0.81 (coupon 42) with payment date on July 18, 2024.

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About CMB

CMB, Compagnie Maritime Belge, is a maritime group with its registered offices in Antwerp. CMB is the major shareholder of CMB.TECH.

More information can be found at www.cmb.be.

About CMB.TECH

CMB.TECH (all capitals) is a diversified and future-proof maritime group that is a pioneer in decarbonising shipping. We own and operate more than 160 vessels: crude oil tankers, dry bulk vessels, container ships, chemical tankers, offshore wind ships, tugs and ferries. We also offer hydrogen and ammonia fuel to customers, through own production or third-party producers. The company is headquartered in Antwerp, Belgium, and has offices across Europe, Asia and Africa.

CMB.TECH is listed on Euronext Brussels and on the NYSE under the symbol CMBT.

More information can be found at https://cmb.tech

Important information

This notice is also published in Dutch. If ambiguities should arise from the different language versions, the Dutch version will prevail.

This notice does not constitute a reopening of a bid to purchase securities of CMB.TECH nor a solicitation by anyone in any jurisdiction in respect thereof. If a reopening of a bid to purchase securities of CMB.TECH through a public takeover bid is proceeded with, such reopening will and can only be made on the basis of a supplement to the prospectus approved by the FSMA. Neither this notice nor any other information in respect of the matters contained herein may be supplied in any jurisdiction where a registration, qualification or any other obligation is in force or would be with regard to the content hereof or thereof. Any failure to comply with these restrictions may constitute a violation of the financial laws and regulations in such jurisdictions. CMB and its affiliates explicitly decline any liability for breach of these restrictions by any person.

Additional Information for U.S. Investors and Where to Find It

The tender offer referred to in this press release has not yet commenced. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any ordinary shares of CMB.TECH NV (formerly Euronav NV, “CMB.TECH”) or any other securities. On the commencement date of the tender offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the U.S. Securities and Exchange Commission (the “SEC”) by CMB, and a solicitation/recommendation statement on Schedule 14D-9 will be filed with the SEC by

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CMB.TECH. The offer to purchase all the issued and outstanding ordinary shares of CMB.TECH not already owned by CMB and its affiliates will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the tender offer statement on Schedule TO. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. U.S. SHAREHOLDERS OF CMB.TECH ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SUCH HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR ORDINARY SHARES. U.S. Shareholders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov, or by directing such requests to the Information Agent for the tender offer that will be named in the tender offer statement on Schedule TO.

Forward-Looking Statements

This press release contains forward-looking statements, including statements regarding the reopening of the Bid. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “should,” “would” and “will” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements are based on CMB’s expectations as of the date they were first made and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, among others, potential discussions by the FSMA and other regulatory authorities, potential legal actions by parties relating to the Market Court’s decision, the outcome of the proceedings pending before the Enterprise Court in Antwerp and the proposed timing of the Subsequent Payment and the Reopening. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. Unless as otherwise stated or required by applicable law, CMB undertakes no obligation and does not intend to update these forward-looking statements, whether as a result of new information, future events or otherwise.

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