EURN Euronav NV

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

Euronav NV

(Name of Subject Company)

Compagnie Maritime Belge NV

(Name of Filing Person) (Offeror)

Ordinary Shares, no par value

(Title of Class of Securities)

B38564108

(CUSIP Number of Class of Securities)

Ludovic Saverys

Chief Financial Officer

Compagnie Maritime Belge NV

De Gerlachekaai 20

2000 Antwerp, Belgium

Telephone: +32 3 247 59 11

With a Copy to:

Robert E. Lustrin, Esq.

Reed Smith LLP

599 Lexington Avenue

New York, NY 10022-7650

Telephone: (212) 521-5400

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

This Tender Offer Statement on Schedule TO relates solely to a preliminary communication made before the commencement of a planned tender offer by Compagnie Maritime Belge NV (the “Offeror”) to acquire all outstanding Ordinary Shares, no par value (the “Ordinary Shares”), of Euronav NV, a naamloze vennootschap (limited liability company) incorporated in Belgium (the “Issuer”) not owned by CMB or its affiliates.

Additional Information and Where to Find It

The tender offer referred to herein has not yet commenced. Each of the press releases filed herewith as Exhibits 99.1 and 99.2, respectively, is for informational purposes only, is neither an offer to purchase nor a solicitation of an offer to sell any Ordinary Shares of the Issuer or any other securities, nor is it a substitute for the Tender Offer Statement on Schedule TO and other necessary filings that the Offeror will file with the Securities and Exchange Commission (the “Commission”), and the Solicitation/Recommendation Statement on Schedule 14D-9 and other necessary filings that the Issuer will file with the Commission, in the event that the tender offer is commenced. Any solicitation and offer to buy Ordinary Shares will only be made pursuant to an offer to purchase and related tender offer materials. At the time the tender offer is commenced, the Offeror will file with the Commission a Tender Offer Statement on Schedule TO and other necessary filings, and in connection therewith, the Issuer will file with the Commission a Solicitation/Recommendation Statement on Schedule 14D-9 and other necessary filings.

Any such Tender Offer Statement (including an offer to purchase, a related letter of transmittal and certain other offer documents) and any such Solicitation/Recommendation Statement on Schedule 14d-9 will contain important information. U.S. holders of Ordinary Shares are urged to read these documents carefully if and when they become available because they will contain important information that U.S. holders of Ordinary Shares should consider before making any decision with respect to the tender offer.

If a tender offer is commenced, the offer to purchase, the related letter of transmittal and the solicitation/recommendation statement and other filings related to the offer will be made available for free at the Commission’s website at www.sec.gov. In addition, holders of Ordinary Shares may obtain free copies of the Tender Offer Statement and other offer documents that the Offeror will file with the Commission by contacting the information agent for the tender offer that will be named in the Tender Offer Statement and the Solicitation/Recommendation Statement. The proposed Tender Offer will not be commenced if the share purchase transaction referred to in the exhibits hereto is not consummated.

Forward-Looking Statements

This Schedule TO and the exhibits filed herewith may contain certain “forward-looking statements”, many of which are beyond the Offeror’s ability to control or predict. These include, without limitation, forward-looking statements related to the Offeror’s possible share purchase and resulting tender offer for Ordinary Shares. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “should,” “would” and “will” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements are based on the Offeror’s expectations as of the date they were first made and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Such risks and uncertainties include, among others, the timing of regulatory reviews and shareholder approval as may be required by applicable law, whether the share purchase transaction will be consummated, and the timing of the launch of the tender offer, if commenced. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. Unless as otherwise stated or required by applicable law, the Offeror undertakes no obligation and does not intend to update these forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements in this Schedule TO and the exhibits filed herewith are qualified in their entirety by this cautionary statement.

Item 12. Exhibits

- 2 -

Exhibit 99.1

PRESS RELEASE

CMB, Frontline and Famatown agree on integrated solution for strategic and structural deadlock at Euronav

Antwerp, 9 October 2023, 8:00 AM – CMB NV (“CMB”) is pleased to announce that it has reached an agreement with Frontline plc (“Frontline”) and Famatown Finance Limited (“Famatown”), the other reference shareholders of Euronav NV (“Euronav”) (NYSE: EURN & Euronext: EURN), for an integrated solution to the current strategic and structural deadlock within Euronav. CMB and its affiliates currently own 22.93% of Euronav’s issued shares. Frontline and Famatown together own 26.12% of Euronav’s issued shares. Euronav owns 8.23% of its issued shares in treasury.

The integrated solution entails (i) the acquisition by CMB of all Euronav shares held by Frontline and Famatown (the “Share Purchase”) in parallel with (ii) the sale of 24 vessels by Euronav to Frontline or an affiliate thereof (the “Vessel Sale”) which is subject to completion of the Share Purchase (together the “Transaction”). In light of this Transaction, the arbitration proceedings between Euronav and Frontline in respect of the combination agreement entered into between them on 10 July 2022 will be terminated.

Acquisition of shares by CMB

CMB has entered into a share purchase agreement (“SPA”) with Frontline plc and Famatown (together the “Sellers”) to acquire all of the 57,479,744 Euronav shares (representing 26.12% of Euronav’s issued shares) currently owned by the Sellers for a purchase price of USD 18.43 per share.

The completion of the Share Purchase is subject to merger control approvals and approval by Euronav’s shareholders’ meeting of the conditionality of the Vessel Sale on the completion of the Share Purchase in accordance with Article 7:151 of the Belgian Code of companies and associations (the “BCCA”).

Mandatory Bid by CMB

Following completion of the Share Purchase expected in Q4 2023, CMB will launch a mandatory public takeover bid on the remaining shares in Euronav that are not already owned by CMB or its affiliates, in accordance with applicable Belgian law (the “Mandatory Bid”).

The Mandatory Bid will be launched at a price of USD 18.43 per share, reduced on a dollar-for-dollar basis by the gross amount per share of any future distributions by Euronav to its shareholders with an ex-dividend date prior to the settlement date of the Mandatory Bid. The bid price will be paid in cash.

As CMB intends to maintain Euronav’s listing on Euronext Brussels and the New York Stock Exchange, it has no intention to launch a squeeze-out bid following the closing of the Mandatory Bid.

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 its intention to launch the Mandatory Offer subject to completion of the Share Purchase, which can be found in this link.

Sale of 24 vessels to Frontline

Concomitantly, Euronav and Frontline agreed on the sale of 24 vessels (see Annex 1) by Euronav to Frontline or an affiliate thereof for an aggregate purchase price of USD 2.35 billion, subject to completion of the Share Purchase.

The Vessel Sale is also subject to merger control approvals and approval by Euronav’s shareholders’ meeting of the conditionality of the Vessel Sale and the Termination of the Arbitration (see below) on the completion of the Share Purchase in accordance with Article 7:151 of the BCCA.

Termination of Arbitration

In light of the Transaction, the arbitration proceedings between Euronav, Frontline, Famatown, Hemen Holding Limited and Geveran Trading Co. Limited in respect of the combination agreement entered into between them on 10 July 2022 will be terminated, subject to completion of the Share Purchase (the “Termination of the Arbitration”).

Corporate governance

The transactions to which Euronav is a party, namely the Vessel Sale and the Termination of the Arbitration, fall within the scope of the related parties transactions procedure set out in article 7:116 BCCA. In accordance with this procedure, these transactions have been approved by Euronav’s supervisory board, on the advice of the committee of independent directors. Further information can be found in Euronav’s public announcement regarding this procedure in accordance with article 7:116, §4/1 BCCA.

As the Share Purchase would result in a change of control over Euronav, the conditionality of the Vessel Sale and the Termination of the Arbitration on the completion of the Share Purchase will be submitted to a special general meeting of shareholders of Euronav in accordance with article 7:151 BCCA.

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CMB’s future strategy for Euronav

CMB has a clear strategy for Euronav which is based on three axes:

CMB wants to diversify the fleet of Euronav into different shipping segments to decrease the dependence on the transportation of crude oil. This does not mean exiting the tanker business altogether, but a gradual decrease of the share of revenues coming from pure crude oil transportation by adding different shipping asset types to the Euronav portfolio.

This diversification could be realized through :

Future-proof in CMB’s view means efficient low-carbon emitting ships and/or ships powered by hydrogen and/or ships powered by ammonia.

CMB believes a key trend in shipping is offering low-emission ships to its customers. It will be crucially important to dedicate significant amounts of capital from the industry and shipping companies to the development of low-carbon engines, fuel supply systems and the production of low-carbon fuels. CMB wants Euronav to play a leading role in the decarbonization of the shipping industry and be the reference shipowner when it comes to green ships.

Euronav’s fleet standards have always been excellent. By divesting less efficient/older tankers and re-investing the proceeds in newbuildings/modern second hand tonnage or technical upgrades (e.g. energy saving devices), CMB wants to optimize Euronav’s large remaining fleet of tankers to continue offering the best fleet to its customers.

Subject to completion of the transaction, CMB is investigating options for Euronav to invest part of the proceeds of the Vessel Sale to accelerate this strategy.

CMB is being assisted in respect of the Mandatory Bid by Crédit Agricole Corporate and Investment Bank, KBC Securities NV and Sociéte Générale as financial advisors, and by Argo Law and Reed Smith LLP as legal advisors.

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About CMB

CMB (Compagnie Maritime Belge) is a diversified shipping and cleantech group based in Antwerp, Belgium. CMB owns and operates 150 vessels in dry bulk (Bocimar), containers (Delphis), chemicals (Bochem) and offshore wind (Windcat). CMB is also active in cleantech (CMB.TECH) and real estate (MCA Facilities, Maritime Campus Antwerp). CMB has offices in Japan, Namibia, Singapore, China, Germany, UK and The Netherlands.

More information can be found at www.cmb.be.

About Euronav

Founded in 1995, Euronav is a leading independent tanker company engaged in the ocean transportation and storage of crude oil. Euronav, incorporated in Belgium, is headquartered in Antwerp and has offices throughout Europe and Asia. Euronav is listed on Euronext Brussels and on the NYSE under the symbol ‘EURN’.

More information can be found at www.euronav.com.

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. If the Share Purchase is completed and CMB becomes obliged to launch the Mandatory Bid, full details thereof will be included in the prospectus to be filed with the Belgian Financial Services and Markets Authority. In the event that the Share Purchase is not completed and the Mandatory Bid is not triggered, CMB will issue a further press release to that effect.

This notice is also published in Dutch. If ambiguities should arise from the different language versions, the Dutch version will prevail.

This notice does not constitute a bid to purchase securities of Euronav nor a solicitation by anyone in any jurisdiction in respect thereof. If a bid to purchase securities of Euronav through a public takeover bid is proceeded with, such bid will and can only be made on the basis of a prospectus approved by the FSMA. No action has been taken to enable a public takeover bid in any jurisdiction and no such actions will be taken before the Share Purchase is completed. Neither this notice nor any other information in respect of the matters contained herein may be supplied in any jurisdiction where a registration, qualification or any other obligation is in force or would be with regard to the content hereof or thereof. Any failure to comply with these restrictions may constitute a violation of the financial laws and regulations in such jurisdictions. CMB and its affiliates explicitly decline any liability for breach of these restrictions by any person.

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Additional Information for U.S. Investors and Where to Find It

The tender offer referred to in this press release has not yet commenced. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any ordinary shares of Euronav or any other securities. On the commencement date of the tender offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the U.S. Securities and Exchange Commission (the “SEC”) by CMB, and a solicitation/recommendation statement on Schedule 14D-9 will be filed with the SEC by Euronav. The offer to purchase all the issued and outstanding ordinary shares of Euronav not already owned by CMB and its affiliates will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the tender offer statement on Schedule TO. 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 EURONAV 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. U.S. Shareholders may obtain a free copy of these statements (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 tender offer that will be named in the tender offer statement on Schedule TO.

Forward-Looking Statements

This press release contains forward-looking statements related to CMB’s share purchase and the proposed tender offer for ordinary shares of Euronav, including statements regarding the structure of the proposed tender offer and the continued listing of Euronav’s shares after completion of the tender offer. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “should,” “would” and “will” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements are based on CMB’s expectations as of the date they were first made and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, among others, the outcome and timing of regulatory reviews and shareholder approval, and the termination of the arbitration proceedings and the timing of the launch of the tender offer. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. Unless as otherwise stated or required by applicable law, CMB undertakes no obligation and does not intend to update these forward-looking statements, whether as a result of new information, future events or otherwise.

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ANNEX 1 : Vessel Sale

ANNEX 2 : CMB and CMB.TECH’s future-proof fleet

¹ H2: Hydrogen, NH3: Ammonia

Exhibit 99.2

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE ITS PUBLICATION WOULD BE UNLAWFUL

Communication in accordance with article 8, §1 of the Royal Decree of 27 April 2007 on public takeover bids.

CMB signs share purchase agreement to acquire shares in Euronav from Frontline and Famatown – to be followed by a mandatory public takeover bid by CMB on Euronav

Antwerp, 9 October 2023, 8:00 AM – CMB NV (“CMB”) is pleased to announce that it has reached an agreement with Frontline plc (“Frontline”) and Famatown Finance Limited (“Famatown”), the other reference shareholders of Euronav NV (“Euronav”) (NYSE: EURN & Euronext: EURN), for an integrated solution to the current strategic and structural deadlock within Euronav. CMB and its affiliates currently own 22.93% of Euronav’s issued shares. Frontline and Famatown together own 26.12% of Euronav’s issued shares. Euronav owns 8.23% of its issued shares in treasury.

The integrated solution entails (i) the acquisition by CMB of all Euronav shares held by Frontline and Famatown (the “Share Purchase”) in parallel with (ii) the sale of 24 vessels by Euronav to Frontline or an affiliate thereof (the “Vessel Sale”) which is subject to completion of the Share Purchase (together the “Transaction”). In light of this Transaction, the arbitration proceedings between Euronav and Frontline in respect of the combination agreement entered into between them on 10 July 2022 will be terminated. Further information in respect of the Transaction can be found in the announcement made by CMB today, which can be found in this link.

CMB has entered into a share purchase agreement (“SPA”) with Frontline and Famatown (together the “Sellers”) to acquire all of the 57,479,744 Euronav shares (representing 26.12% of Euronav’s issued shares) currently owned by the Sellers for a purchase price of USD 18.43 per share.

The completion of the Share Purchase is subject to merger control approvals and approval by Euronav’s shareholders’ meeting of the conditionality of the Vessel Sale on the completion of the Share Purchase in accordance with Article 7:151 of the Belgian Code of companies and associations.

Following completion of the Share Purchase expected in Q4 2023, CMB will launch a mandatory public takeover bid on the remaining shares in Euronav that are not already owned by CMB or its affiliates, in accordance with the provisions of Articles 49 and following of the Belgian Royal Decree of 27 April 2007 on public takeover bids (the “Mandatory Bid”).

The price of the Mandatory Bid will be USD 18.43 per share, reduced on a dollar-for-dollar basis by the gross amount per share of any future distributions by Euronav to its shareholders with an ex-dividend date prior to the settlement date of the Mandatory Bid. The bid price will be paid in cash.

As CMB intends to maintain Euronav’s listing on Euronext Brussels and the New York Stock Exchange, it has no intention to launch a squeeze-out bid following the closing of the Mandatory Bid.

Given Euronav’s listing on Euronext Brussels and the New York Stock Exchange, the takeover bid by CMB will be comprised of two concurrent offers (i.e., a dual offer), structured as (i) a U.S. offer on Euronav shares held by U.S. holders (within the meaning of Rule 14d-1(d) under the Securities Exchange Act of 1934, as amended), conducted in accordance with applicable U.S. federal securities laws, and (ii) a Belgian offer on Euronav shares held by holders wherever located, conducted in accordance with applicable Belgian law.

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. If the Share Purchase is completed and CMB becomes obliged to launch the Mandatory Bid, full details thereof will be included in the prospectus to be filed with the Belgian Financial Services and Markets Authority. In the event that the Share Purchase is not completed and the Mandatory Bid is not triggered, CMB will issue a further press release to that effect.

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About CMB

CMB (Compagnie Maritime Belge) is a diversified shipping and cleantech group based in Antwerp, Belgium. CMB owns and operates 150 vessels in dry bulk (Bocimar), containers (Delphis), chemicals (Bochem) and offshore wind (Windcat). CMB is also active in cleantech (CMB.TECH) and real estate (MCA Facilities, Maritime Campus Antwerp). CMB has offices in Japan, Namibia, Singapore, China, Germany, UK and The Netherlands.

More information can be found at www.cmb.be.

About Euronav

Founded in 1995, Euronav is a leading independent tanker company engaged in the ocean transportation and storage of crude oil. Euronav, incorporated in Belgium, is headquartered in Antwerp and has offices throughout Europe and Asia. Euronav is listed on Euronext Brussels and on the NYSE under the symbol ‘EURN’.

More information can be found at www.euronav.com.

Disclaimer

This notice is also published in Dutch. If ambiguities should arise from the different language versions, the Dutch version will prevail.

This notice does not constitute a bid to purchase securities of Euronav nor a solicitation by anyone in any jurisdiction in respect thereof. If a bid to purchase securities of Euronav through a public takeover bid is proceeded with, such bid will and can only be made on the basis of a prospectus approved by the FSMA. No action has been taken to enable a public takeover bid in any jurisdiction and no such actions will be taken before the Share Purchase is completed. Neither this notice nor any other information in respect of the matters contained herein may be supplied in any jurisdiction where a registration, qualification or any other obligation is in force or would be with regard to the content hereof or thereof. Any failure to comply with these restrictions may constitute a violation of the financial laws and regulations in such jurisdictions. CMB and its affiliates explicitly decline any liability for breach of these restrictions by any person.

Additional Information for U.S. Investors and Where to Find It

The tender offer referred to in this press release has not yet commenced. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any ordinary shares of Euronav or any other securities. On the commencement date of the tender offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the U.S. Securities and Exchange Commission (the “SEC”) by CMB, and a solicitation/recommendation statement on Schedule 14D-9 will be filed with the SEC by Euronav. The offer to purchase all the issued and outstanding ordinary shares of Euronav not already owned by CMB and its affiliates will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the tender offer statement on Schedule TO. 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 EURONAV 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. U.S. Shareholders may obtain a free copy of these statements (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 tender offer that will be named in the tender offer statement on Schedule TO.

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Forward-Looking Statements

This press release contains forward-looking statements related to CMB’s share purchase and the proposed tender offer for ordinary shares of Euronav, including statements regarding the structure of the proposed tender offer and the continued listing of Euronav’s shares after completion of the tender offer. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “should,” “would” and “will” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements are based on CMB’s expectations as of the date they were first made and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, among others, the outcome and timing of regulatory reviews and shareholder approval, and the termination of the arbitration proceedings and the timing of the launch of the tender offer. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. Unless as otherwise stated or required by applicable law, CMB undertakes no obligation and does not intend to update these forward-looking statements, whether as a result of new information, future events or otherwise.

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