CMB NV entered into an agreement to acquire additional 26.124% stake in Euronav NV (ENXTBR:EURN) from Famatown Finance Limited and Frontline plc (NYSE:FRO) for $1 billion on October 9, 2023. The aggregate amount of the purchase price for the sale shares is equal to $1.059 billion at $18.43 per share for 57,479,744 shares. On the date of this Agreement, CMB and its Affiliates directly own an aggregate amount of 50,450,000 Shares and Frontline and Famatown directly own an aggregate amount of 57,479,744 Shares. The purchase price shall be allocated between the Sellers as follows: (i) an amount of $251,838,818 due to Frontline as consideration for the Frontline Shares; and (ii) an amount of $807,512,864 due to Famatown as consideration for the Famatown Shares. Following its acquisition of Euronav shares from Frontline, CMB will own 49.05% of the Company?s issued shares. Euronav holds 8.23% of its shares in treasury. The Share Sale will trigger the requirement for CMB to launch a mandatory takeover offer on all shares of Euronav, at the same price as the Share Sale. Accordingly, all shareholders of Euronav will have the opportunity to sell their shares for the same price at which Frontline will have sold its shares to CMB. In a related transaction, Frontline will acquire 24 VLCC tankers from the Euronav fleet for $2.35 billion. The aggregate purchase price for the Sale Shares was funded with borrowings under a $3.2 billion bridge facilities agreement entered dated November 20, 2023. The Related Party Transactions are conditional upon completion of the Share Sale. In addition, the Fleet Sale and the Share Sale are conditional upon, inter alia, the obtaining of regulatory approvals. 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. Completion of the Share Purchase expected in Q4, 2023. As of October 20, 2023, CMB NV invites its shareholders to participate to the Special General Meeting to be held on November 21, 2023. All conditions pursuant to transaction fulfilled including approval by the shareholders of Euronav and anti-trust approvals.

DNB Markets, a part of DNB Bank ASA is serving as financial advisor to Frontline. Advokatfirmaet Schjødt AS, Advokatfirmaet Wiersholm AS and Allen & Overy LLP are serving as legal counsel to Frontline in connection with the Acquisition. Computershare Trust Company N.A as transfer agent for its ordinary shares in the United States. Lazard BV/SRL acted as financial advisor to Euronav. Robert E. Lustrin of Reed Smith LLP advised CMB on the transaction.

CMB NV completed the acquisition of additional 26.124% stake in Euronav NV (ENXTBR:EURN) from Famatown Finance Limited and Frontline plc (NYSE:FRO) on November 22, 2023.