A Belgian court has ruled that a mandatory bid for Euronav shares launched by the Saverys family’s Compagnie Maritime Belge undervalued the tanker company.
In identical statements released on Sunday night, however, Euronav and CMB said the judgment in the Brussels Market Court “largely rejected” claims brought forward by US investment fund and rebel Euronav shareholder FourWorld Capital Management.
The New York fund has been battling to gain hundreds of millions of dollars in compensation for minority shareholders from the deals that resolved the impasse between Euronav investors John Fredriksen and the Saverys family.
After the Belgian tanker company’s fleet was carved up between the two sides and Fredriksen sold his shares, CMB was obliged to launch a mandatory offer for the rest of Euronav in February.
Euronav and CMB said in a statement that FourWorld wanted the court to increase the value of the bid by $7.04 to $24.90 per share.
The fund claimed the price did not reflect “purported” special benefits allegedly granted to Frontline in addition to the price paid by CMB for its Euronav shares, they added.
In a ruling made on Friday night, the court dismissed the majority of FourWorld’s claims as “inadmissible and/or unfounded”, the Saverys-controlled companies said.
“However, the court did find that the pricing of certain vessels sold by Euronav to Frontline implied certain special benefits to Frontline,” they added.
The court calculated these benefits at $0.52 per Euronav share.
FourWorld said the court ruled CMB failed to take into account special advantages valued at $104m that were granted to Frontline.
Frontline paid $2.35bn to Euronav for 24 modern VLCCs last year.
All eyes on financial regulator
The mandatory bid was then launched in February at $17.86 per share for the remaining 43% of shares in Euronav.
This was effectively the $18.43 price that Fredriksen and Frontline were paid for their 26% Euronav holding, minus a subsequent dividend, and would have cost CMB $1.679bn for all 94m remaining shares.
At FourWorld’s valuation of $24.90 per share, the family company would have paid $2.34bn — a difference of $661m.
At the court’s valuation of $17.86 plus $0.52 per share, the figure would have been $1.727bn, a difference of $48m.
The court did not order CMB or Belgium’s Financial Services and Markets Authority (FSMA) to increase the bid price.
But it indicated the authority still has the discretion to determine whether such a hike is warranted.
Should the FSMA determine that an adjustment is appropriate and direct it to be made, CMB said it would pay the extra amount to all shareholders who validly tendered their stock.
“The specific structure, modalities and timing of any such adjustment has not yet been determined and would be subject to discussions with regulatory and market authorities in both Belgium and the US,” the companies added.
FourWorld has also filed claims before the Enterprise Court in Antwerp, Belgium, seeking the annulment of the Frontline-Euronav deals, as well as Euronav’s subsequent takeover of the Saverys’ CMB.Tech green shipping company.
CMB and Euronav said they have been “comforted by the view of the Market Court on specific legal topics” and consider these claims to be without merit.
FourWorld’s lawyer Laurent Arnauts told TradeWinds last week the bid price should have also taken into account a value for the potential payout from an arbitration begun against Frontline by Euronav after the Fredriksen company pulled out of its merger deal.
Arnauts put this at between $400m and $600m.
2026 hearing date set
Regarding the VLCC sale, the lawyer explained: “What we say is that when you sell such a prime fleet to a competitor, this has a value which goes beyond the value of the individual vessels.
“From the Euronav perspective, you lose a fleet that needed years to build, but also huge synergies and market share. And the competitor, which Frontline is, gets a fleet up and running.”
He said the “sum of the parts” is worth more than the parts.
“It is a zero-sum game, and Euronav and its minority shareholders are on the losing end,” the lawyer said.
Frontline has also said there is no merit in the second case.
A court date has been set for 2026.
