Reopening of the mandatory public takeover bid on CMB.TECH

09 Oct 2024 07:30 CEST

REOPENING OF THE MANDATORY PUBLIC TAKEOVER BID ON CMB.TECH

ANTWERP, Belgium, 9 October 2024 7:30 a.m CET –CMB.TECH NV (NYSE: CMBT &
Euronext: CMBT) (“CMB.TECH” or the “Company”) has been informed that CMB NV
(“CMB”) announced that, pursuant to an order of the Belgian Financial Services
and Markets Authority (the “FSMA”) of October 7, 2024, it will (i) make a
subsequent additional payment of USD 0.52 (or EUR 0.47) per share to all
shareholders who have transferred their shares to CMB in its mandatory public
takeover bid for the shares in the Company (the “Bid”) that expired on March 15,
2024 and (ii) reopen the Bid at an adjusted price of USD 12.66 per share.

CMB has published a notice in accordance with article 8, §1 of the Belgian Royal
Decree of 27 April 2007 on public takeover bids regarding the subsequent payment
and its intention to launch the reopening of the Bid, which can be found here:
https://www.cmb.be/mandatory-bid.

Announcement Q3 2024 Earnings – 7 November 2024


About CMB.TECH

CMB.TECH (all capitals) is a diversified and future-proof maritime group that is
a pioneer in decarbonising shipping. We own and operate more than 160 vessels:
crude oil tankers, dry bulk vessels, container ships, chemical tankers, offshore
wind ships, tugs and ferries. We also offer hydrogen and ammonia fuel to
customers, through own production or third-party producers. The company is
headquartered in Antwerp, Belgium, and has offices across Europe, Asia and
Africa.

CMB.TECH is listed on Euronext Brussels and the NYSE under the ticker symbol
CMBT.

More information can be found at https://cmb.tech

Contact

Head of Marketing & Communications – Katrien Hennin

Tel: +32 499393470

Email: Katrien.hennin@cmb.tech

Forward-Looking Statements

Matters discussed in this press release may constitute forward-looking
statements. The Private Securities Litigation Reform Act of 1995 provides safe
harbour protections for forward-looking statements in order to encourage
companies to provide prospective information about their business.
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 harbour provisions of the Private
Securities Litigation Reform Act of 1995 and is including this cautionary
statement in connection with this safe harbour legislation. The words "believe",
"anticipate", "intends", "estimate", "forecast", "project", "plan", "potential",
"may", "should", "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 our 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, in our
view, could cause actual results to differ materially from those discussed in
the forward-looking statements include the failure of counterparties to fully
perform their contracts with us, the strength of world economies and currencies,
general market conditions, including fluctuations in charter rates and vessel
values, changes in demand for tanker vessel capacity, changes in our operating
expenses, including bunker prices, dry-docking and insurance costs, the market
for our vessels, availability of financing and refinancing, 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, 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 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.

Disclaimer

This announcement does not constitute a formal notification of a public takeover
bid within the meaning of the Belgian Law of 1 April 2007 on public takeover
bids and the Belgian Royal Decree of 27 April 2007 on public takeover bids. CMB
has announced that, if the Bid is reopened, full details thereof will be
included in a supplement to the prospectus to be filed with the Belgian
Financial Services and Markets Authority.

This communication shall not constitute a reopening of a tender offer in any
country or jurisdiction in which such offer would be considered unlawful or
otherwise violate any applicable laws or regulations, or which would require CMB
or any of its affiliates to change or amend the terms or conditions of such
offer in any manner, to make any additional filing with any governmental or
regulatory authority or take any additional action in relation to such offer.

Important information for U.S. investors about the proposed transaction

The tender offer referred to in this press release has not yet commenced. This
press release is provided for informational purposes only and is neither an
offer to purchase, nor a solicitation of an offer to sell any ordinary shares of
CMB.TECH NV (formerly Euronav NV, “CMB.TECH”) or any other securities. If and at
the time a tender offer is commenced, CMB has announced that it intends to file
with the U.S. Securities and Exchange Commission (the “SEC”) a Tender Offer
Statement on Schedule TO containing an offer to purchase, a form of letter of
transmittal and other documents relating to the tender offer, which will be
mailed to CMB.TECH’s shareholders and CMB.TECH will file with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the
tender offer.

THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF
TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT
INFORMATION. U.S. SHAREHOLDERS OF CMB.TECH ARE URGED TO READ THESE DOCUMENTS
CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION THAT SUCH HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION
REGARDING TENDERING THEIR ORDINARY SHARES.

Such documents, and other documents filed by CMB and CMB.TECH, may be obtained
by U.S. shareholders without charge after they have been filed at the SEC’s
website at www.sec.gov. The offer to purchase and related materials may also be
obtained (when available) for free by U.S. shareholders by contacting the
information agent for the tender offer that will be named in the tender offer
statement on Schedule TO.

More information:
Access the news on Oslo Bors NewsWeb site

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