Euronav NV and CMB NV have announced a share purchase agreement for the acquisition of 100% of the shares in CMB.TECH NV for USD 1.150 billion.
CMB.TECH is a cleantech maritime group. CMB.TECH builds, owns, operates and designs large marine and industrial applications that run on dual-fuel diesel-hydrogen and diesel-ammonia engines and monofuel hydrogen engines. CMB.TECH also offers hydrogen and ammonia fuel that it either produces or sources from external produces to its customers. Furthermore, CMB.TECH is active throughout the full hydrogen value chain through four different divisions: Marine, Technology & Development, H2 infra, and Industry
According to the company, the acquisition aligns with Euronav’s strategy of diversification, decarbonization, and optimizing its crude oil tanker fleet. The parties believe it will create a leading, future-proof shipping platform, with a focus on sustainable shipping and a clear vision for shareholder value creation.
Transaction details
On 22 December 2023, Euronav entered into a share purchase agreement with CMB to acquire 100% of the shares in CMB.TECH, for a total purchase price of USD 1.150 billion in cash. The purchase price will be financed from the cash proceeds of the sale of part of the VLCC fleet to Frontline (which was announced on 9 October 2023).
The transaction includes USD 2.496 billion roll-over debt (bank, leasing and shipyard liabilities). This includes both net existing financial debt of USD 510 million and total nominal outstanding capital commitments of USD 1.986 billion. Of those outstanding capital commitments that will be paid over the coming 3 years, USD 1.625 billion has been secured and will be rolled over.
The remaining unfunded capital commitment of USD 361 million will come from Euronav’s own cash. The Transaction is also subject to important conditions, including approval by a special general meeting of Euronav’s shareholders in accordance with Article 7:152 BBCA (the “SGM”) and customary waivers of change of control provisions in view of the rollover of certain contracts. The Company and CMB expect to close the Transaction in February 2024.
