Belgium’s Euronav has fought off a bid by its biggest shareholder to take control of its board and halt a planned combination with John Fredriksen’s Frontline.
The company said on Thursday that an annual general meeting of investors supported its nominations for the five-strong supervisory board, and rejected the Saverys family’s three proposals.
This means the VLCC and suezmax specialist will now seek to finalise the structure of the $4.2bn mega-merger before going out to shareholders again for a vote on the deal.
The Saverys family had wanted to merge Euronav with its own clean shipping company CMB.Tech, not Frontline.
Euronav said the result delivers a “clear signal from a majority of the shareholders” that they are in favour of the Frontline deal.
Executives added they now look forward to finalising the details of the proposed combination.
“Since the announcement on April 7, both sides have been working diligently to agree on and finalise an appropriate transaction structure for the potential business combination, along with identification of cost and revenue synergies. Good and solid progress has been made in this respect,” Euronav said.
CMB was proposing three new directors at an annual general meeting of shareholders on Thursday to seize control of the supervisory board.
Euronav nominated one new independent director, investment banker Steven Smith, who was elected.
CMB wanted Ludovic Saverys — brother of CMB boss Alexander and son of Belgian shipowner Marc Saverys — on the board. He is chief financial officer of CMB.
The family also nominated Patrick De Brabandere, a CMB director, and former CMB board member Bjarte Boe to be voted in.
Euronav had said CMB’s choices were not independent and would have led to conflicts of interest on strategic decisions.
Grace Skaugen and Anne-Helene Monsellato were re-elected as independent directors for terms of two years.
Skaugen becomes the new chairperson, replacing Carl Steen, who left after serving two terms.
This week, the Saverys clan’s shipowning company CMB and holding company Saverco bought another 2m shares in Euronav for $22.2m to lift its holding to 18.5%.
This was up from 17.5% earlier in May.
The holding is now worth $410m and could yet be key in any final vote.
If the Frontline transaction is structured as a straightforward merger then bosses will need a 75% majority of the votes.
But other structures will need a lower hurdle, including an acquisition requiring a simple 50% plus one vote.
Fredriksen’s Famatown Finance is the second biggest Euronav shareholder at about 12%.
Under the proposed all-share deal, Euronav would own 59% of a combined entity, and Frontline 41%.