UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2024
Commission File Number: 001-36810
CMB.TECH NV
De Gerlachekaai 20
2000 Antwerpen
Belgium
011-32-3-247-4411
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached hereto as
Exhibit 99.1 is a copy of the press release of CMB.TECH NV (“
CMB.TECH” or the "
Company"), dated October 23, 2024,
announcing that CMB NV (“
CMB”), has (i) reopened its Belgian public takeover bid on all shares in CMB.TECH not already owned by CMB or persons affiliated with it, in accordance with applicable Belgian law, and (ii) is concurrently making a new
U.S. offer in accordance with applicable U.S. federal securities laws.
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.
SIGNATURES
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.
|
|
CMB.TECH NV
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
Dated: October 23, 2024
|
|
|
|
|
|
|
|
|
By:
|
/s/ Ludovic Saverys
|
|
|
|
|
Ludovic Saverys
|
|
|
|
|
Chief Financial Officer
|
|
Exhibit 99.1
| |
|
| |
|
|
|
PRESS RELEASE
|
|
Wednesday 23 October 2024 – 7:30 a.m. CET
|
|
Regulated information
|
CMB NV LAUNCHES THE REOPENING OF ITS PUBLIC TAKEOVER BID AND CONCURRENT NEW U.S. OFFER ON
CMB.TECH NV
ANTWERP, Belgium, October 23, 2024, 7:30 a.m. CET – CMB.TECH NV (NYSE: CMBT & Euronext: CMBT) (“CMB.TECH” or the “Company”)
announces that today CMB NV (“CMB” or “the Bidder”) has (i) reopened its Belgian public takeover bid on all shares in CMB.TECH not already owned by CMB or persons affiliated with it, in accordance with applicable Belgian law, and (ii) concurrently is
making a new U.S. offer in accordance with applicable U.S. federal securities laws (the “New U.S. Offer”), addressed to U.S. shareholders within the meaning of Rule 14d-1(d) under the Securities Exchange Act of 1934, as amended (together the
“Reopening”).
The acceptance period of the Reopening opens on October 23, 2024 and closes on November 21, 2024 at 4 p.m. (CET) (10 a.m. New York
City time). The bid price of the Reopening amounts to USD 12.66 per share, i.e. USD 18.95 per share (as increased) reduced by distributions totalling USD 6.29 per share.
In the supplement to its response memorandum, the supervisory board of CMB.TECH unanimously recommends that shareholders do not
tender their shares in the Reopening.
The prospectus, the supplement to the prospectus (including the supplement to the response memorandum) and the
acceptance forms of the Reopening are available on the following websites: CMB and KBC.
An offer to purchase has been filed on a form “Schedule TO” (and the company response will be included in the
Schedule 14D-9 filing) with the SEC and can be accessed through the following website https://cmb.tech/investors/financial-information/sec-filings.
Read the more detailed press release of CMB NV here: www.cmb.be/mandatorybid.
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.
About CMB
CMB (Compagnie Maritime Belge) is a shipping group based in Antwerp, Belgium. CMB is the majority shareholder of CMB.TECH.
More information can be found at www.cmb.be.
|
CMB.TECH w Contact
Head of Marketing & Communications
Katrien Hennin
|
|
Tel: +32 499393470
katrien.hennin@cmb.tech
|
|
|
Page 1 of 3
|
|
|
| |
|
|
|
PRESS RELEASE
|
|
Wednesday 23 October 2024 – 7:30 a.m. CET
|
|
Regulated information
|
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.
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 press release 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 takeover bid to purchase securities of CMB.TECH nor a solicitation by anyone in any
jurisdiction with respect to CMB.TECH. The public takeover bid is only reopened on the basis of the supplement to the prospectus approved by the FSMA. 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.
Additional Information for U.S. Holders
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, no par value, of CMB.TECH (“Ordinary Shares”) or any other securities.
|
CMB.TECH w Contact
Head of Marketing & Communications
Katrien Hennin
|
|
Tel: +32 499393470
katrien.hennin@cmb.tech
|
|
|
Page 2 of 3
| |
|
| |
|
|
|
PRESS RELEASE
|
|
Wednesday 23 October 2024 – 7:30 a.m. CET
|
|
Regulated information
|
The New U.S. Offer is only being made to U.S. Holders who are the beneficial owners of Ordinary Shares. The New U.S. Offer is
made solely by the Offer to Purchase and related Letter of Transmittal, which are included in CMB’s Schedule TO filed with the U.S. Securities and Exchange Commission (SEC). The New U.S. Offer commences on October 23, 2024, and will expire at 10:00
A.M., New York City time, on November 21, 2024, unless the expiration of the New U.S. Offer is extended to a subsequent date in accordance with U.S. and Belgian law. U.S. Holders of Ordinary Shares tendering their Ordinary Shares will have withdrawal
rights during this period as required by U.S. securities laws. U.S. Holders holding Ordinary Shares through a securities intermediary should comply with the dates communicated by such securities intermediary, as such dates may differ from the dates
and times noted in the U.S. Offer to Purchase. U.S. Holders of Ordinary Shares are responsible for determining and complying with any applicable cut-off times and dates. Any U.S. Holder of Ordinary Shares desiring to tender all or any portion of the
Ordinary Shares owned by such U.S. Holder can accept the New U.S. Offer by (1) completing and signing a letter of transmittal (or a copy thereof, provided the signature is original) in accordance with the instructions in the letter of transmittal and
mail or deliver it and all other required documents to the U.S. Tender Agent (as defined below), at the address on the back cover page of the Offer to Purchase or (2) tendering such Ordinary Shares pursuant to the procedures for book-entry transfer
set forth in the Offer to Purchase. Any U.S. Holder of Ordinary Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if
such U.S. Holder desires to tender such Ordinary Shares.
CMB has retained Georgeson LLC to act as information agent for the New U.S. Offer and Computershare Trust Company, N.A., to act
as depositary and paying agent for the New U.S. Offer (the “U.S. Tender Agent”).
Each Shareholder that is a U.S. Holder is urged to consult with his or her independent professional adviser regarding any
acceptance of the New U.S. Offer including, without limitation, to consider the tax consequences associated with such Shareholder’s election to participate in the New U.S. Offer. No offer to acquire securities has been made, or will be made, directly
or indirectly, in or into, or by the use of mails or any means of instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other
than (i) in accordance with the requirements of Regulations 14D and 14E under the Exchange Act or the securities laws of such other country, as the case may be or (ii) pursuant to an available exemption from such requirements. THE U.S. OFFER TO PURCHASE HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THE NEW U.S. OFFER OR
UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THE U.S. OFFER TO PURCHASE. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND A CRIMINAL OFFENSE.
Shareholders that are U.S. Holders who wish to participate in the New U.S. Offer, are urged to read the tender
offer statement on Schedule TO (including the offer to purchase, related letter of transmittal and certain other offer documents) that will be filed with the SEC by CMB and the related solicitation/recommendation statement on Schedule 14D-9 that will
be filed with the SEC by CMB.TECH relating to the New U.S. Offer because such documents will contain important information that U.S. Holders should consider before making any decision with respect to the New U.S.
Offer. U.S. Holders may obtain a free copy of these documents after they have been filed with the SEC, and other documents filed by CMB and CMB.TECH with the SEC, at the SEC’s website at www.sec.gov, or by contacting Georgeson LLC, the information agent for the New U.S. Offer via telephone by calling +1 (888) 815-4069 for U.S. Holders or via +1 (781) 896-6948 for shareholders
outside the US, or via email to CMB.TECH@georgeson.com.
|
CMB.TECH w Contact
Head of Marketing & Communications
Katrien Hennin
|
|
Tel: +32 499393470
katrien.hennin@cmb.tech
|
|
|
Page 3 of 3
CMB TECH NV (NYSE:CMBT)
Gráfico Histórico do Ativo
De Nov 2024 até Dez 2024
CMB TECH NV (NYSE:CMBT)
Gráfico Histórico do Ativo
De Dez 2023 até Dez 2024
