SC 14D9/A 1 d11004711_sc14d-9a.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(RULE 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

Euronav NV

(Name of Subject Company)

Euronav NV

(Name of Person(s) Filing Statement)

Ordinary shares, no par value

(Title of Class of Securities)

B38564108

(CUSIP Number of Class of Securities)

Seward & Kissel LLP

Attention: Keith Billotti, Esq.

One Battery Park Plaza

New York, New York 10004

(212) 574-1200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications

on Behalf of the Person(s) Filing Statement)

With copies to

Euronav NV

De Gerlachekaai 20

2000 Antwerpen

Belgium

Tel: 011-32-3-247-4411

Keith Billotti, Esq.

Seward & Kissel LLP

One Battery Park Plaza

New York, New York 10004

(212) 574-1200 (telephone number)

(212) 480-8421 (facsimile number)

☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

PURPOSE OF AMENDMENT

This Amendment No. 5 (the “Amendment No. 5”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 originally filed by Euronav NV, a company incorporated under the laws of Belgium (“Euronav”), with the U.S. Securities and Exchange Commission (the “SEC”) on February 14, 2024, and amended by Amendment No. 4 filed with the SEC on March 14, 2024, Amendment No. 3 filed with the SEC on March 4, 2024, Amendment No. 2 filed with the SEC on March 1, 2024 and Amendment No. 1 filed with the SEC on February 27, 2024 (the “Statement”), relating to the tender offer (the “U.S. Offer”) by Compagnie Maritime Belge NV, a public limited liability company (“naamloze vennootschap”) under Belgian law (“CMB”), in respect of ordinary shares, no par value, of Euronav. CMB is making the U.S. Offer pursuant to the U.S. Offer to Purchase (as amended, “U.S. Offer to Purchase”), as amended, which it included in its Tender Offer Statement on Schedule TO, as amended, that it filed on February 14, 2024 with the SEC.

Any capitalized term used and not otherwise defined herein shall have the meaning ascribed to that term in the Statement. Except as otherwise set forth below, the information set forth in the Statement remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment No. 5. This Amendment No. 5 is being filed to reflect certain updates that are set forth below.

Item 8. Additional Information

Item 8 of the Statement is hereby amended and supplemented to include the following.

On March 15, 2024, Euronav issued a press release announcing that Euronav has been informed that the Market Court in Belgium has denied the request filed by certain funds managed by FourWorld Capital Management LLC to suspend the closing of the Belgium offer. Both the U.S. Offer and Belgian offer have closed today.

Item 9. Exhibits

Item 9 of the Statement is hereby amended and supplemented to include the following exhibit in the exhibit index.


Exhibit No.		Description

(a)(26)		Press release of Euronav, dated March 15, 2024

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 15, 2024

/s/ Ludovic Saverys

Ludovic Saverys

Chief Financial Officer

SEC Form SC 14D9/A filed by Euronav NV (Amendment)