Euronav reaffirms commitment to combination

15 Dec 2022 12:44 CET

ANTWERP, Belgium, 15 December 2022 - Euronav NV (“EURN” or “Euronav”) (NYSE:
EURN
& Euronext: EURN) acknowledges the receipt from CMB NV (“CMB”) of a letter to
our
Supervisory Board asking it to terminate the Combination Agreement with
Frontline Ltd.
(“Frontline”), following the publication of a 13D filing in relation to the
recent increase of its
holdings in Euronav. The fact that this development could take place, has always
been
planned for in the proposed combination.

The exchange offer, which is expected to be launched in the first quarter of
2023, aims at
combining the two companies so that they can act as one group where Frontline
will be the
parent and Euronav a majority-controlled subsidiary. This exchange offer is
independent from
any merger.

This new Frontline will:
• Become a leading global independent tanker operator with scale benefits;
• Bring together complementary platforms to optimize operations in a competitive

environment;
• Combine best in class leadership from two highly experienced management teams;

• Drive leadership in sustainable shipping, aspiring to the highest ESG
standards in the
industry; and
• Become a “must-have” stock in the crude tanker market.

In order to successfully complete the exchange offer, Frontline will need to
accumulate a
minimum of 50% +1 share of the current outstanding capital. Once Frontline takes
control
of Euronav, the two companies will be acting as one group.

Under Belgian law, whilst a minority shareholding of more than 25% could
potentially be used
to seek to block a full merger, it cannot block an operational combination
between two
companies.

The majority of Euronav’s shareholders are supporting the combination as
evidenced by the
strong market response as well as the massive amount of votes against the
appointment of
three (3) non-independent directors proposed by CMB at the Euronav AGM last May.

Euronav shareholders participating in the exchange will receive Frontline
shares, at a fair
exchange ratio of 1.45x Frontline share for each Euronav share, and will
maximise their
benefit from the combination, including the full advantages of the increased
scale, operational
synergies, and best-in-class leadership platform.

Euronav shareholders not participating in the exchange offer should be aware
that, despite
Euronav continuing to comply with all rules applicable to Belgian listed
companies, they may
face challenges associated with reduced liquidity and investor demand,
associated with
Euronav’s controlled status and limited float.

We look forward to developing the combination further early in the new year and
wish all
our stakeholders a pleasant holiday period.

Frontline intends to formally launch the tender offer, in which case it will
deposit a file for
this purpose with the Belgian Financial Services and Markets Authority (FSMA),
including a
draft prospectus. The Euronav Supervisory Board will then examine the draft
prospectus and
present its detailed opinion in a response memorandum. If Frontline decides not
to proceed
with the tender offer, it will report about this in accordance with its legal
obligations.
*
**
Contact:
Brian Gallagher – Head of IR Communications & Management Board member
Tel: +44 20 78 70 04 36
Email: IR@euronav.com

Announcement of Q4 earnings: 2 February 2023
About Euronav
Euronav is an independent tanker company engaged in the ocean transportation and
storage of crude oil. The
company is headquartered in Antwerp, Belgium, and has offices throughout Europe
and Asia. Euronav is listed on
Euronext Brussels and on the NYSE under the symbol EURN. Euronav employs its
fleet both on the spot and period
market. VLCCs on the spot market are traded in the Tankers International pool of
which Euronav is one of the
major partners. Euronav’s owned and operated fleet consists of 1 V-Plus vessels,
39 VLCCs (with further three
under construction), 22 Suezmaxes (with two vessels time chartered in and a
further five under construction) and
2 FSO vessels under long term contract.

Regulated information within the meaning of the Royal Decree of 14 November
2007.

Exchange Offer
The exchange offer described in this press release has not yet commenced. This
announcement is for informational purposes only and is neither a recommendation,
nor an
offer to purchase nor a solicitation of an offer to sell any ordinary shares of
Frontline or any
other securities, nor is it a substitute for any offer materials that Frontline
or Euronav will file
with the SEC. At the time the exchange offer is commenced, a tender offer
statement on
Schedule TO, including an offer to exchange, a letter of transmittal and related
documents,
and a Registration Statement on Form F-4 will be filed with the SEC by
Frontline. In addition,
a Solicitation/Recommendation Statement on Scheduled 14D-9 will be filed with
the SEC by
Euronav with respect to the exchange offer. The offer to exchangeall outstanding
ordinary
shares of Euronav will only be made pursuant to the offer to exchange, the
letter of
transmittal and related documents filed as part of the Schedule TO and no
offering of
securities shall be made, except by means of a prospectus meeting the
requirements of
Section 10 of the U.S. Securities Act of 1933, as amended. INVESTORS AND
SECURITY
HOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT, REGISTRATION
STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE
EXCHANGE OFFER, AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME,
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY
DECISION REGARDING EXCHANGING THEIR EURONAV SHARES, INCLUDING THE TERMS
AND CONDITIONS OF THE EXCHANGE OFFER. Investors and security holders may obtain
a
free copy of these documents (when available) and other documents filed with the
SEC at
the website maintained by the SEC at www.sec.gov or by directing such requests
to the
information agent for the exchange offer, which will be named in the tender
offer statement.
Investors may also obtain, at no charge, the documents filed or furnished to the
SEC by
Euronav under the “SEC Filings” section of Euronav’s website at
https://www.euronav.com/en/investors/company-news-reports/secfilings/ and by
Frontline
at https://www.frontline.bm/sec-filings/. The information on these websites is
not
incorporated by reference into this press release. In addition, you will be able
to obtain free
copies of these documents by contacting the investor relations department of
Frontline or
Euronav at the following:
Euronav NV Frontline Ltd.
Mr. Brian Gallagher
Head of IR and Communications
Email: IR@euronav.com
Tel: +44 20 7870 0436

Lars H. Barstad
Chief Executive Officer
Frontline Management AS
Email: lba@frontmgt.no
Tel: +47 23 11 40 37

NO OFFER OR SOLICITATION
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy,
sell, or solicit any securities or any proxy vote or approval, nor shall there
be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. No offering
of securities shall be made except by means of a prospectus meeting the
requirements of
Section 10 of the U.S. Securities Act of 1933, as amended.

Forward-Looking Statements
Matters discussed in this press release may constitute forward-looking
statements. The
Private Securities Litigation Reform Act of 1995 (the “Reform Act”) provides
safe harbor
protections for forward-looking statements within the meaning of the Reform Act.
Forward
looking statements include statements concerning plans, objectives, goals,
strategies, future
events or performance, and underlying assumptions and other statements, which
are other
than statements of historical facts. The Company desires to take advantage of
the safe harbor
provisions of the Reform Act and is including this cautionary statement in
connection with
this safe harbor legislation. The words "believe", "anticipate", "intends",
"estimate",
"forecast", "project", "plan", "potential", "may", "should", “would”, “will”,
"expect", "pending"
and similar expressions identify forward-looking statements.

The forward-looking statements in this press release are based upon various
assumptions,
many of which are based, in turn, upon further assumptions, including without
limitation, our
management's examination of historical operating trends, data contained in
company records
and other data available from third parties. Although we believe that these
assumptions were
reasonable when made, because these assumptions are inherently subject to
significant
uncertainties and contingencies which are difficult or impossible to predict and
are beyond
our control, we cannot assure you that we will achieve or accomplish these
expectations,
beliefs or projections.

In addition to these important factors, other important factors that could cause
actual results
to differ materially from those discussed in the forward-looking statements
include the ability
of Frontline and Euronav to successfully complete the proposed combination on
anticipated
terms and timing, including, among other things, obtaining required shareholder
and
regulatory approvals, the occurrence of the Merger, unforeseen liabilities,
future capital
expenditures, revenues, expenses, earnings, synergies, economic performance,
indebtedness, financial condition, losses, future prospects, business and
management
strategies, expansion and growth of the combined group's operations and other
important
conditions to the completion of the acquisition, risks relating to the
integration of operations
of Frontline and Euronav and the possibility that the anticipated synergies and
other benefits
of the proposed combination will not be realized or will not be realized within
the expected
timeframe , the outcome of any legal proceedings related to the proposed
combination, the
failure of counterparties to fully perform their contracts with Frontline or
Euronav, the
strength of world economies and currencies, general market conditions, including
fluctuations
in charter rates and vessel values (including the possibility of a material
decline or prolonged
weakness in such rates), changes in demand for tanker vessel capacity, changes
in the
companies’ operating expenses, including bunker prices, dry-docking and
insurance costs,
the market for the companies’ vessels, availability of financing and refinancing
to meet the
capital needs of the combines group, charter counterparty performance, ability
to obtain
financing and comply with covenants in such financing arrangements, changes in
governmental rules and regulations or actions taken by regulatory authorities in
the tanker
industry, including without limitation, legislation adopted by international
organizations such
as the International Maritime Organization and the European Union or by
individual countries,
potential liability from pending or future litigation, general domestic and
international political
conditions, potential disruption of shipping routes due to accidents or
political events, vessels
breakdowns, crew wages, changes in demand for oil and petroleum products,
including but
not limited as a result of inflation, and instances of off-hires and other
factors. Please see our
filings with the United States Securities and Exchange Commission for a more
complete
discussion of these and other risks and uncertainties.

You are cautioned not to place undue reliance on Euronav's forward-looking
statements.
These forward-looking statements are and will be based upon our management's
then current
views and assumptions regarding future events and operating performance, and are

applicable only as of the dates of such statements. Euronav does not assume any
duty to
update or revise forward-looking statements, whether as a result of new
information, future
events or otherwise, as of any future date.

More information:
Access the news on Oslo Bors NewsWeb site

578262_Euronav reaffirms commitment to combination .pdf