CMB NV launches the reopening of its public takeover bid and concurrent new U.S. offer on CMB.TECH NV
CMB NV announced that the acceptance period of the reopening of its public takeover bid on all shares in CMB.TECH NV[1] (“CMB.TECH” or the “Target”) not already owned by CMB or persons affiliated with it will open on October 23, 2024.
On October 7, 2024, the FSMA ordered CMB, in light of the Market Court ruling of September 6, 2024, to reopen its mandatory public takeover bid on all shares in CMB.TECH that expired on March 15, 2024 (the “Bid”) on the basis of a supplement to the prospectus dated February 13, 2024 (together with the New U.S. Offer (as defined below), the “Reopening”). The FSMA approved such supplement on October 22, 2024.
The acceptance period of the Reopening opens on October 23, 2024 and closes on November 21, 2024 at 4 p.m. (Belgian time) (10 a.m. New York City time) (the “Acceptance Period of the Reopening”). Shareholders are not obliged to participate in the Reopening. During the acceptance period, shareholders may choose to either tender, or to not tender, their shares to the Bidder.
The bid price of the Reopening amounts to USD 12.66 per share (the “Bid Price”), to be reduced on a dollar-for-dollar basis by the gross amount of any distributions by CMB.TECH to its shareholders with a payment date falling before the settlement date of the Reopening. The Bidder notes that on October 21, 2024, the most recent trading day before the approval of the supplement by the FSMA, the closing price of the Target’s shares on the New York Stock Exchange (the “NYSE”) was USD 16.21 and therefore exceeds the Bid Price of USD 12.66 per share. The Bid Price consequently represents a discount of USD 3.55 (i.e. approximately 21.90%) as compared to the closing price of the Target’s share on the NYSE. Shareholders should therefore take into account that the Bid Price of the reopened Bid may be lower than the price against which shareholders can sell their shares on Euronext Brussels or the NYSE.
In a supplement to its response memorandum, CMB.TECH’s supervisory board unanimously recommends that shareholders do not tender their shares in the Reopening. More information relating to the recommendation of CMB.TECH’s supervisory board can be found in the press release by CMB.TECH of October 23, 2024.
The reopened Bid is made in accordance with applicable Belgian law and is addressed to all shareholders regardless of their location. Concurrently with the reopened Bid, CMB 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 (“U.S. Holders”).
Shareholders holding U.S. shares (i.e. shares formatted for trading on the NYSE and reflected on the U.S. component of CMB.TECH’s share register) who wish to tender their shares into the reopened Bid are required to first reposition such U.S. shares to Belgian shares (i.e. shares formatted for trading on Euronext Brussels and reflected on the Belgian component of CMB.TECH’s share register) and are therefore urged to contact their financial intermediary or custodian to ensure that such repositioning takes place prior to the closing of the Acceptance Period of the Reopening
Source: CMB NV