Battle for control of Euronav hinges on Fredriksen’s next move
Emergency arbitration may have failed, but Euronav is clinging on to hope that the Belgian courts could yet rule in their favour when it comes to John Fredriksen’s decision to end the proposed marriage
Attempts to head off a boardroom battle by offering the Saverys family and John Fredriksen two board members each will not wash. Saverys’ disagreement is with the existing board and Euronav management, not with Mr Fredriksen’s right to propose his own board representatives
EURONAV’s embattled management team was dealt another blow on Tuesday when a Belgian judge threw out their request for emergency arbitration in their case against Frontline’s decision to pull of a planned combination agreement.
The defeat is only the first of two legal proceedings against John Fredriksen’s Frontline, but as they prepare for the next ruling they also now have a date in the calendar for what promises to be a decisive showdown among shareholder to decide the future of the company.
On March 23 a special general meeting will see the company’s two largest shareholders — the Saverys family and John Fredriksen, who each hold 25% of company — make clear their intentions for board control and ultimately what they want Euronav to become.
The Saverys family intends to remove five directors and replace them with their own appointments.
Belgian shipowner Compagnie Maritime Belge chief executive Alexander Saverys has made clear from the start that he sees Euronav’s future value as a decarbonisation frontrunner, and if he is successful in taking control of the Euronav board, he will set about transitioning Euronav into what he describes as “a maritime energy transition company”.
John Fredriksen’s intentions, however, are less clear.
Having swiftly moved to match the Saverys 25% stake with his own 24.99% holding, he has remined characteristically quiet on what he intends to do with that power.
In the background, Euronav have been trying their best to seek a compromise offer that would see two new board members nomination each by the Saverys family and Mr Fredriksen.
CMB has already replied. Euronav’s portrayal of that response stated that CMB was “not inclined to agree and that all mandates should be up for discussion to allow for a comprehensive deliberation”. Mr Fredriksen has not replied at all.
CMB, in turn, has clarified that they have no issue with Mr Fredriksen as a 25% shareholder nominating directors to the board, indeed they would fully expect that to be the case. Their disagreement lies with the incumbent directors and Euronav management, not Mr Fredriksen.
Regardless of the outstanding arbitration case against him from Euronav management, Mr Fredriksen is no longer tied to the combination agreement and therefore his view of the current make up of directors is likely to be a deciding factor in how the next phase of this boardroom saga plays out.
He could yet propose his own directors to the board and has until early March to show his hand, but whether those proposals would be in opposition to the Saverys’ plans remains to be seen.
Given the outstanding arbitration proceedings against him and the fact that he walked away so decisively from the combination agreement, it seems unlikely he will be siding with the current board any time soon.
Euronav management, meanwhile, are clinging on to the outside chance of a second arbitration ruling tipping the balance back in their favour.
While the emergency ruling was dismissed, that was largely down to the fact that the judge ruled against their argument for urgent action.
It does not preclude the possibility that their argument that Mr Fredriksen’s unilateral termination of the deal broke the terms of the agreement could still be upheld by the second arbitration proceeding.
Frontline has inevitably positioned the emergency arbitration victory as a full vindication of their “entirely lawful” decision to walk away.
Given comments made by Euronav chief executive Hugo De Stoop in last week’s quarterly earnings call, he may still be holding out some hope that the divorce is not the end of a potential marriage.
Frontline, however, has made it clear that there are absolutely no discussions between the parties to re-engage on the combination and the wedding is very much off the cards.