CMB Files 13D/A Amendment for CMB.TECH NV

TL;DR

CMB filed another 13D/A for CMB.TECH NV, showing they're still a major player.

AI Summary

Compagnie Maritime Belge NV (CMB) has filed an amendment (No. 29) to its Schedule 13D regarding CMB.TECH NV (formerly Euronav NV). The filing, dated October 23, 2024, indicates CMB's continued significant stake in CMB.TECH NV. The filing does not disclose specific dollar amounts or new share acquisition details in this amendment.

Why It Matters

This filing provides an update on the ownership structure and significant holdings in CMB.TECH NV, which could influence investor perception and strategic decisions for the company.

Risk Assessment

Risk Level: medium — Schedule 13D filings often signal potential changes in control or significant strategic shifts, which can introduce volatility.

Key Players & Entities

• Compagnie Maritime Belge NV (company) — Filing entity
• CMB.TECH NV (company) — Subject company
• Euronav NV (company) — Former name of subject company
• ALEXANDER SAVERYS (person) — Group member
• LUDOVIC SAVERYS (person) — Group member
• MICHAEL SAVERYS (person) — Group member
• SAVERCO NV (company) — Group member

FAQ

Key Financial Figures

• $216 million — Offer (the New Offers) is approximately $216 million. The consummation of the New Offers is
• $3.2 billion — ill be funded with borrowings under the $3.2 billion bridge facilities agreement entered int
• $12.66 — d its affiliates do not already own for $12.66 per Share in cash (the Adjusted Offer P
• $216 m — e Adjusted Offer Price is approximately $216 million, which it will fund with the proc

Filing Documents

• d853126dsc13da.htm (SC 13D/A) — 118KB
• d853126dex99a.htm (EX-99.A) — 5KB
• d853126dex99s.htm (EX-99.S) — 1273KB
• d853126dex99t.htm (EX-99.T) — 29KB
• g853126cmblogo.jpg (GRAPHIC) — 5KB
• g853126kbclogo.jpg (GRAPHIC) — 3KB
• 0001193125-24-241489.txt ( ) — 1439KB

of the Original Schedule 13D is hereby amended and supplemented by adding the following information

Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following information: CMB estimates that the maximum amount of funds required to consummate the previously announced Belgian Reopening and the New U.S. Tender Offer (the New Offers) is approximately $216 million. The consummation of the New Offers is not subject to any financing condition. The aggregate purchase price for Ordinary Shares validly tendered and accepted in the New Offers will be funded with borrowings under the Reopening Acquisition Bridge Facility (as defined below). The unconditional and irrevocable availability of funds necessary for the payment of the aggregate purchase price for all Ordinary Shares subject to the New Offers in the form of an irrevocable and unconditional credit facility made available by the Arrangers (as defined below) has been confirmed by KBC Bank NV (KBC) to the Belgian Financial Services and Markets Authority (the FSMA) in accordance with Belgian law. Amended and Restated Bridge Facilities Agreement The aggregate purchase price for Ordinary Shares validly tendered and accepted in the New Offers will be funded with borrowings under the $3.2 billion bridge facilities agreement entered into among CMB and Crédit Agricole Corporate and Investment Bank, KBC, and Société Générale (collectively, the Bookrunning Mandated Lead Arrangers), Belfius Bank NV/SA, DNB (UK) Limited, ING Belgium SA/NV and Nordea Bank Abp filial i Norge (collectively, the Mandated Lead Arrangers) and Skandinaviska Enskilda Banken AB (publ) (the Lead Arranger and together with the Bookrunning Mandated Lead Arrangers and the Mandated Lead Arrangers, the Arrangers) on November 20, 2023, as last amended and restated on October 16, 2024 (the Amended Facilities Agreement). Under the Amended Facilities Agreement, the Offeror may borrow up to $216 million under a new term loan facility (the Reopening Bridge Acquisition Facility) to fund the acq

Purpose of the Transaction

Item 4. Purpose of the Transaction The Belgian Reopening and the New U.S. Tender Offer The Commencement of the New Offers. On October 23, 2024 (the New Offer Commencement Date), CMB issued a press release announcing that CMB commenced the New Offers to purchase all outstanding Ordinary Shares of the Issuer that CMB and its affiliates do not already own for $12.66 per Share in cash (the Adjusted Offer Price), to be reduced on a dollar-for-dollar basis by the gross amount of any distributions by the Issuer 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 New Offer Commencement Date and before the settlement date. The U.S. Offer is open to all U.S. holders of Ordinary Shares and the Belgian Reopening is open to all holders of Ordinary Shares, wherever located. Each of the New Offers provides the equivalent consideration for Ordinary Shares tendered, and each of the New Offers is being made on substantially the same terms. CMB estimates that the maximum amount of funds required to consummate the New Offers at the Adjusted Offer Price is approximately $216 million, which it will fund with the proceeds from loans under the Reopening Acquisition Bridge Facility. The discussion of the Amended Facilities Agreement in Item 3 of this Schedule 13D is incorporated herein by reference. The New Offers expire at 10:00 A.M., New York City time (4:00 P.M., Brussels, Belgium time), on November 21, 2024, unless the expiration of the New Offers are extended to a subsequent date in accordance with U.S. and Belgian law. Even if CMB, following the expiration of the New Offers, holds at least 95% of the issued Ordinary Shares, CMB is not obligated under Belgian law to launch a Squeeze-Out offer and does not have any intention of doing so. CMBs sole purpose in making the New Offers is to comply with the order of the FSMA issued on October 7, 2024 to reopen i

of the Original Schedule 13D is hereby amended and supplemented by adding the following information

Item 5 of the Original Schedule 13D is hereby amended and supplemented by adding the following information: (a) and (b) The percentage of outstanding Ordinary Shares that may be deemed to be beneficially owned by each Reporting Person is set forth on line 13 of such Reporting Persons cover sheet and is incorporated herein. Such percentage was calculated for each Reporting Person based on 194,216,835 Ordinary Shares outstanding as of June 30, 2024 (not including treasury shares), as reported in the Issuers Current Report on Form 6-K/A furnished to the Securities and Exchange Commission on August 13, 2024. (c) None of the Reporting Persons nor (to the Reporting Persons knowledge) any person set forth in Item 2, has engaged in any transactions in the Ordinary Shares during the past 60 days. (d) To the best knowledge of the Reporting Persons, no other person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5. Item6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

of this Schedule 13D is hereby amended and supplemented by adding the following information

Item 6 of this Schedule 13D is hereby amended and supplemented by adding the following information: The information set forth under Item 3 and Item 4 is incorporated herein by reference. Except as otherwise described in this Schedule 13D, including the Exhibits attached hereto, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the Reporting Persons, or between any Reporting Person(s) and any third party, with respect to any securities of the Issuer, including, but not limited to, those involving the transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements. Item7. Material to Be Filed as Exhibits Exhibit A Joint Filing Agreement Exhibit B N/A Exhibit C Press Release dated April 8, 2022 1 Exhibit D Letter to Euronav NV dated April 26, 2022 2 Exhibit E Press release dated July 12, 2022 3 Exhibit F Letter to Supervisory Board of Euronav NV dated December 14, 2022 4 Exhibit G Letter to Euronav NV dated January 16, 2023 5 Exhibit H Press Release dated February 9, 2023 6 Exhibit I Transcript of CMB Conference Call held on February 15, 2023 7 Exhibit J Press Release dated October 9, 2023 8 Exhibit K Press Release of CMB under Article 8 of the Takeover RD dated October 9, 2023 9 Exhibit L Share Purchase Agreement among CMB, Frontline plc and Famatown Finance Limited dated October 9, 2023 10 Exhibit M Bridge facilities agreement among CMB and Crédit Agricole Corporate and Investment Bank, KBC Bank NV, and Société Générale and the other

Signatures

Signatures After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. October 23, 2024 Dated COMPAGNIE MARITIME BELGE NV By: /s/ Ludovic Saverys Name: Ludovic Saverys Title: Chief Financial Officer SAVERCO NV By: /s/ Ludovic Saverys Name: Ludovic Saverys Title: Director ALEXANDER SAVERYS /s/ Alexander Saverys LUDOVIC SAVERYS /s/ Ludovic Saverys MICHAEL SAVERYS /s/ Michael Saverys

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View this SC 13D/A filing on SEC EDGAR