EURONAV Shareholders to Receive US$46 Million Following Court Ruling Against CMB

The Brussels Market Court in Belgium has ordered Compagnie Maritime Belge (CMB) to increase the offer price of shares during its mandatory takeover of Euronav NV, resulting in a US$46 million payout to shareholders. The court's decision highlights significant errors in CMB's valuation, mandating a retrospective increase of at least US$0.52 per share. This affects the 69.2 million shares tendered in March 2024 and any remaining shares that may be sold if the public offer is re-opened.

The court's ruling found that CMB failed to consider special advantages worth US$104 million granted to Frontline during the sale of Euronav's newest 24 VLCCs (very large crude carriers). The court was notably critical of CMB and Frontline's actions, stating that negotiations concerning the fleet sale took place exclusively between Frontline and CMB, sidelining Euronav entirely.

The court highlighted, "It is particularly curious that the negotiations regarding the sale of the fleet, although they involved a transaction between Frontline and Euronav, took place exclusively between Frontline and CMB. Euronav was not at the negotiating table. As FourWorld rightly puts it, Euronav was completely sidelined." Further emphasizing the irregularities, the court noted, "CMB and Frontline exerted tremendous pressure on Euronav's supervisory board. The independent chairwoman of the council, in particular, was placed under intense pressure."

This landmark ruling sets a precedent for judicial protection of minority shareholders, cautioning against unethical practices in corporate takeovers. The findings were made possible through key documents released following a U.S. court ruling in a related case brought by FourWorld Capital Management LLC (FourWorld).

John Addis, Founder and Chief Investment Officer (CIO) of FourWorld, commented on the ruling, stating, "Friday’s ruling makes it clear that 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 recognized by the Brussels Market Court on Friday." He added, "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."

The Brussels Market Court has tasked the Belgian financial regulator (FSMA) with re-examining the bid price in light of its findings, meaning the adjustment may exceed the initially mandated US$0.52 increase. This ruling also paves the way for another legal challenge in the Antwerp Enterprise Court, where FourWorld seeks to unwind CMB’s takeover, Euronav’s US$2.35 billion fleet sale to Frontline, and Euronav’s decision to renounce its arbitration claim against Frontline. The case is scheduled to be heard in May 2026.

This significant court ruling not only impacts Euronav shareholders but also sets a new legal standard for minority shareholder protection, potentially influencing future corporate governance and takeover practices worldwide.