Court Orders Additional $46 Million Payout to Euronav Shareholders in CMB Takeover Dispute

In a significant ruling for minority shareholder rights, the Brussels Market Court has ordered Compagnie Maritime Belge (CMB) to increase its offer price in the mandatory takeover of Euronav NV by at least $0.52 per share. This decision will result in an additional payout of approximately $46 million to Euronav shareholders, based on the 69.2 million shares tendered in March 2024 and those that may be sold if the public offer is reopened.

The court found that CMB had incorrectly calculated the bid price by failing to account for special advantages worth $104 million granted to Frontline during the simultaneous sale of Euronav's newest 24 very large crude carriers (VLCCs). This ruling sets a precedent for judicial protection of minority shareholders and serves as a warning to bidders attempting to manipulate the system.

The court's findings were particularly critical of CMB and Frontline's conduct during the negotiations. The judgment noted that discussions regarding the fleet sale, despite involving a transaction between Frontline and Euronav, were conducted exclusively between Frontline and CMB, effectively sidelining Euronav from the process. The court also highlighted the intense pressure exerted on Euronav's supervisory board, especially its independent chairwoman.

John Addis, Founder and Chief Investment Officer of FourWorld Capital Management LLC, which brought the case to court, stated, "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." Addis believes the cost to independent shareholders may be even greater than recognized by the court.

The Brussels Market Court has directed the Belgian financial regulator (FSMA) to re-examine the bid price, taking into account its findings. This opens the possibility for the FSMA to increase the bid price by more than the $0.52 per share initially ordered.

This ruling also strengthens a separate legal challenge currently underway in the Antwerp Enterprise Court. In that case, FourWorld has petitioned for the unwinding of 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 Antwerp case is scheduled to be heard in May 2026.

The court's decision underscores the importance of transparency and fair dealing in corporate transactions, particularly in the shipping industry where large-scale deals can have significant impacts on shareholders and market dynamics. It also highlights the growing scrutiny of mergers and acquisitions in the maritime sector, where consolidation has been a trend in recent years.

For investors and industry observers, this case serves as a reminder of the complexities involved in major corporate restructurings and the potential for legal challenges when minority shareholder interests are at stake. The additional payout ordered by the court not only provides immediate financial benefit to Euronav shareholders but also sets a precedent that may influence future deals in the shipping industry and beyond.

As the legal proceedings continue, including the upcoming case in the Antwerp Enterprise Court, the maritime industry will be closely watching for further developments that could reshape corporate governance standards and shareholder protections in high-stakes mergers and acquisitions.