REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
The information contained in this Report on Form 6-K is hereby incorporated by reference into the
Company’s registration statement on Form F-3 (File No. 333-272785) that was filed with the U.S. Securities and Exchange Commission effective June 20, 2023.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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PRESS RELEASE
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9 October 2024 – 7:30 a.m. CET
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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
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.
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CMB.TECH w Contact
Head of Marketing & Communications
Katrien Hennin
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Tel: +32 499393470
katrien.hennin@cmb.tech
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Page 1 of 2
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PRESS RELEASE
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9 October 2024 – 7:30 a.m. CET
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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.
