SEC Division of Corporation Finance no-action letter: Compagnie Maritime Belge NV

Feb. 9, 2024

Response of the Office of Mergers and Acquisitions Division of Corporation Finance

February 9, 2024

Via Email

Rob Lustrin
Reed Smith LLP
RLustrin@reedsmith.com

Re: Tender Offer for Ordinary Shares of Euronav NV Request for Relief under Exchange Act Rule 14d-11

Dear Mr. Lustrin**:**

We are responding to your letter dated January 29, 2024 and addressed to Tiffany Posil, Christina Chalk and Blake Grady. To avoid having to recite or summarize the facts set forth in your letter, we attach a copy of your letter and the accompanying letter from Belgian counsel. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter dated January 29, 2024.

Section I

Based on the facts and representations in your letter, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, by separate order is granting exemptions from Exchange Act Rules 14d-11(d) and 14d-11(e). The exemption from Rule 14d-11(d) permits CMB to commence a subsequent offering period in accordance with Belgian law and practice, as described in your letter and up to ten Belgian Business Days following publication of the results of any prior tender period. The exemption from Rule 14d-11(e) allows CMB to pay for Ordinary Shares tendered during a subsequent offering period in accordance with Belgian law and practice.

In granting the exemptive relief described above, we note that in any subsequent offering period, CMB will provide withdrawal rights through the term of such period for any Ordinary Shares tendered during that period.

Section II

Based on the facts and representations in your letter, the Division of Corporation Finance will not recommend enforcement action under Exchange Act Rule 14d-11 if, as described in your letter, CMB includes more than one subsequent offering period to coincide with any additional offering periods included in the Belgian Offer, in accordance with Belgian law and practice.

The exemptive and no-action relief is based on the representations made to the Division in your request. Any different facts or conditions may require the Division to reach a different conclusion. Further, this response does not express any legal conclusion on the questions presented or any views on any other questions that the transaction may raise.

Sincerely,

/s/ Tiffany Posil

Tiffany Posil
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance

Last Reviewed or Updated: Feb. 9, 2024

Resources

• Exemptive Order
• Incoming Letter

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Nico Goossens*
Kris Verdoodt*
Philippe Rens*
Bert Van Ingelghem*
Pieter Bogaerts*
Hannes Casier*
Emilie Ooms*
Freya Jorens*
Louis Hoet*
Wouter Verhoeye*
Jolien Loos*
Evelyn Van Raemdonck*
Henri Nelen*
Mattias Verbeeck
Hannelore Geldof*
Lawrence Geernaert*
Christophe Verhelst*
Pieter-Jan Van Goethem
Frederik Wilmots*
Steven Verschoot*
Michiel Vanwynsberghe*
Thomas Van Hoornyck*
Silke Chantrain*
Ben Nagar*
Madjda Temraz*
Lise Van Daele*
Aline Vermeulen*
Margaux Van Mol*
Julie Calaerts*
Jasper Willems*
Pierre Accou*
Steven Demeulenaere*
Michelle Werbrouck*
Jarno Zuallaert*
Arnout Coppieters*
Elle Peytier
Lotte Van Winckel*
Evelyne Claessens*
Esther De Schryder*
Kato Van Meel*
Maxime Collin*
Charlotte Dewilde*
Daan Vernimmen*
Lena Pepa
Silke Spruyt
Aleksandrs Cerepanovs*
Emiel Schepkens*
Flip Dalle
Rick Fremau
Aisha Jaspers
Emma Platevoet
Maxim Vanschooren*
Charlotte Van Houwe
Thibaud De Bie*
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Argo Law bv
Post X Kantoorrekening: IBAN BE82 0016 9734 1968 BIC GEBABEBB Borsbeeksebrug 28 Doorniksewijk 105 Derdenrekening: IBAN BE36 0017 0272 6781 BIC GEBABEBB 2600 Antwerpen 8500 Kortrijk BTW: BE0533.993.314 T +32 3 206 85 30 T +32 56 96 03 98 F +32 3 206 85 55 argo-law.be *bv Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.W. Washington, D.C. 20549 Attn: Tiffany Posil, Chief, Office of Mergers and Acquisitions Christina Chalk, Associate Chief, Office of Mergers and Acquisitions Blake Grady, Special Counsel, Office of Mergers and Acquisitions January 29, 2024 Re: Mandatory Unconditional Cash Tender Offer by CMB NV for Euronav NV Ordinary Shares Ladies and Gentlemen:
We are writing on behalf of our client Belgische Scheepvaartmaatschappij - Compagnie Maritime Belge (“CMB”), a public limited liability company organized under the laws of Belgium (‘naamloze vennootschap’), with offices at De Gerlachekaai 20, 2000 Antwerp, Belgium and registered with the Crossroads Bank for Enterprises under number 0404.535.431 in connection with a mandatory unconditional cash tender offer (the “Offer”) to purchase all of the outstanding ordinary shares (the “Ordinary Shares”) issued by Euronav NV, a public limited liability company organized under the laws of Belgium (‘naamloze vennootschap’) (“Euronav”), with offices at De Gerlachekaai 20, 2000 Antwerp, Belgium and registered with the Crossroads Bank for Enterprises under number 0860.402.767, that are not yet owned by CMB or its affiliates. We are acting as Belgian counsel to CMB in connection with the Offer, as described in and on the terms set out in an exemptive relief letter dated January 29, 2024, sent to the Securities and Exchange Commission (the “Commission”) by Robert Lustrin of Reed Smith LLP (the “Letter”). We understand that in connection with the Letter, the Commission has requested that we provide our opinion as to the Belgian law matters set out in the Letter. Limitations This opinion letter is strictly limited to the matters stated herein and may not be read as extending by implication to any matters not specifically referred to in this opinion letter. For purposes of this opinion, we have reviewed the Letter. The statements of Belgian legal and regulatory requirements and practice contained in the Letter consist of summaries of the relevant matters of Belgian law, rules and regulations and, as the case may be, practice and should not be construed as a comprehensive description of all issues under Belgian law, rules, regulations and practice. This opinion letter sets out our opinion on the laws and regulations applicable in the Kingdom of Belgium in effect on the date of this opinion letter, and as generally interpreted and applied by the Belgian courts and

2 authorities on the same date. No undertaking is assumed on our part to revise, update or amend this opinion letter in connection with or to notify or inform the Commission of, any developments and/or changes of the laws of Belgium and of the European Union subsequent to the date of this opinion letter. Nothing in this opinion letter should be construed as expressing an opinion in respect of any information, representation, statement, matter of fact or other element contained in any document or agreement reviewed by us, except as expressly mentioned below. This opinion letter is subject to Belgian law and any matters relating to it shall be of the exclusive jurisdiction of the courts of Antwerp. The opinions expressed in this opinion letter are to be construed and interpreted in accordance with Belgian law. This opinion letter is provided incidentally to, and in the ordinary course of, our practice of Belgian law in Belgium, and does not purport to cover any aspects of U.S. law and without prejudice to our status as a “non￾appearing foreign attorney” for the purposes of Commission rules and practice. Opinion Based upon and subject to the foregoing, we are of the opinion that the statements of Belgian law, regulation and practice included in the Letter insofar as such statements purport to summarize provisions of the laws of Belgium are a fair and accurate summary of such law, regulation and practice and, in our view, complete for the purposes of the Letter. We hereby consent to the inclusion of this opinion letter with the Letter. The contents of this opinion letter may not be quoted or referred to in any public document or filed with anyone except as provided herein. Yours sincerely, For and on behalf of Argo Law BV Nico Goossens