Belgian Court Raises Tanker Value While Finding for CMB in Shareholder Suit

A court in Belgium has largely dismissed an action brought by a dissident shareholder regarding the valuation in the settlement between CMB (Compagnie Maritime Belge) and Frontline for the control of Euronav. However, the court raised questions about the price paid for certain vessels sold by Euronav to Frontline as part of the agreement saying it could have represented a “specific benefit” to Frontline that should also be due the other shareholders.

CMB reports the Market Court in Belgium calculates that the price paid by Frontline to acquire certain tankers from Euronav could translate to a benefit equal to $0.52 per Euornav share. CMB paid approximately $18 per share for Euronav’s shares and as part of the deal was required to make an offer to existing shareholders for the same valuation per share. The result was that CMB ended up owning more than 88 percent of the Euronav which was larger merged to become CMB.TECH.

“The court did not order CMB or the FSMA (Financial Services and Markets Authority) to increase the bid price. The judgment indicates that the FSMA retains discretionary authority to decide whether such a price increase is warranted,” said CMB in a statement issued on Sunday. The FSMA is one of the market overseers in Belgium, which would also set the structure and timing of any additional payment.

CMB factoring in the $5.72 of distributions made to Euronav shareholders since the closing in March 2024, reports the additional $0.52 would result in an adjusted price of $12.66 per share. CMB said it would pay the amount of the increase to all shareholders who tendered if directed to by the FSMA.

The actions had been brought by FourWorld Capital Management, a U.S.-based activist shareholder. The group launched a suit in the United States in February followed by the actions in Belgium. The Market Court reached its decision on September 6, but another action with the Enterprise Court in Antwerp is still open. 

The Market Court dismissed the majority of FourWorld’s claims as “inadmissible and/or unfounded,” CMB reports. A U.S. court in March also denied a motion by FourWorld that could have blocked the closing of the acquisition of Euronav by CMB.

FourWorld's application to the Market Court sought, among other things, to challenge the price of CMB’s mandatory bid. It alleged that the offer price did not reflect purported special benefits, which FourWorld claimed to be as high as $7.04 per share, that were allegedly granted to Frontline in addition to the price paid by CMB for its Euronav shares. FourWorld requested that the Market Court order CMB to adjust the bid price to account for these alleged special benefits.

CMB reports it considers the claims made by FourWorld to “be without merit.” The company says it will “vigorously contest” them with the Enterprise Court. The Enterprise Court is not scheduled to hear the case till the first half of 2026.