Posted on September 9, 2024
A Belgium Court has ruled that Compagnie Maritime Belge (CMB) miscalculated the value of “special advantages” gained by Frontline in acquiring Euronav’s VLCC fleet.
At a Glance
- Belgium markets court rules on claims brought by investor FourWorld over CMB offer for Euronav
- FourWorld to ask Belgium’s Financial Services and Markets Authority (FSMA) to increase the bid price by $0.52 per share
- FourWorld seeking to seeking to unwind CMB’s mandatory takeover in separate legal challenge
In a statement Euronav said that the Market Court in Belgium had “largely rejected the claims” brought by investors FourWorld Capital Management over CMB’s mandatory takeover offer for Euronav, which took place in conjunction with the sale 24 VLCCs to Frontline.
CMB had previously been engaged in a battle for control of Euronav with Frontline.
The court found that the pricing of vessels sold by Euronav to Frontline miscalculated special benefits implied and accrued by the John Fredriksen owned tanker company to the value of $0.52 per share in CMB’s mandatory bid for Euronav’s shares. This would equate to an additional $46 million being paid to shareholders. FourWorld had said that benefits were as high as $7.02 per share in its claims.
FourWorld said in statement that the court found that when calculating the bid price, CMB had failed to take into account special advantages worth $104 million granted to Frontline in the simultaneous sale of vessels to the takeover offer.
“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 recognised by the Brussels Market Court on Friday,” said John Addis, Founder and Chief Investment Officer (CIO) of FourWorld said.
The investment company highlighted from a translation of the judgement, “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.”
Euronav noted that did not order CMB or Belgium’s Financial Services and Markets Authority (FSMA) to increase the bid price.
“The judgment indicates that the FSMA retains discretionary authority to decide whether such a price increase is warranted,” Euronav said.
“Should the FSMA determine that an adjustment is appropriate and direct an increase of USD 0.52 per Euronav share in accordance with the Market Court’s findings, CMB announced that it will pay the amount of the increase to all shareholders who validly tendered their shares in the bid.”
FourWorld said it would ask the FMSA to increase the bid price by $0.52.
Fourworld believes the ruling adds weight to a separate legal challenge it is bringing in the Antwerp Enterprise Court aiming to unwind CMB’s mandatory takeover, Euronav’s $2.35 billion fleet sale to Frontline and Euronav’s decision to renounce and settle its arbitration claim against Frontline. The case is scheduled to appear in May 2026.
“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,” said FourWorld’s Addis.
