Cmb.tech Nv · EURONEXT:CMBT
Cmb.tech Nv — Euronav — Merger or Acquisition (January 2024)
23 slides from Cmb.tech Nv's merger presentation, Jan 8, 2024
Slide 1: Press Release: Special General Meeting of 7 February 2024
PRESS RELEASE Regulated information 8 January 2024 – 08:00 a.m. CET _______________________________________ EURONAV – SPECIAL GENERAL MEETING OF 7 FEBRUARY 2024 ANTWERP, Belgium, 8 January 2024 – Euronav NV (NYSE: EURN & Euronext: EURN) (“Euronav” or the “Company”) invites its shareholders to partic
Slide 2: Forward-Looking Statements
PRESS RELEASE Regulated information 8 January 2024 – 08:00 a.m. CET _______________________________________ Forward-Looking Statements Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protecti
Slide 3: Special General Meeting: Euronav proposed acquisition of CMB.TECH
Special General Meeting (SGM)Euronav proposed acquisition of CMB.TECH Published – 08 January 2024 SGM – 07 February 2024
Slide 4: Forward-Looking Statements
Forward-Looking statements Matters discussed in this presentation may constitute forward-looking statements under U.S. federal securities laws, including the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect the Company’s current views with respect to future events
Slide 5: Presentation topics
Presentation topics – Euronav proposed acquisition of CMB.TECH Context Company profiles Key terms: structure, timing, and Share Purchase Agreement Financial terms Enterprise value to equity value bridge Marine division Fair Market Value (FMV), Industry division Discounted Cash Flow (DCF), and H2 Inf
Slide 6: 1. Context: The proposed Acquisition
1. Context The proposed Acquisition Euronav NV, a public limited company incorporated under Belgian law with registered office and administrative office at De Gerlachekaai 20, 2000 Antwerp, Belgium and registered with the Crossroads Bank for Enterprises under number 0860.402.767, business court of A
Slide 7: Euronav company profile
Industry-leading shareholder returns, tier 1 customer portfolio, and at the centre of the on-going energy transition. Older tanker tonnage provides excellent opportunities to recycle capital into more future-proof (tanker) tonnage. 2nd largest quoted crude oil tanker company Shareholder return Euron
Slide 8: 2. Company profile – CMB.TECH
Total of 60+46 vessels with an average age of 0.17 years (1) Category (2) 52+10 off-shore wind 1+4 container 2+26 dry-bulk 2+6 chemical 3 other 50 conventional NH3 21 dual fuel hydrogen Energy (1) Age calculation: new building fleet set at 0, excluding CTV’s (Avg. age 8.9 years) (2) Data format: fle
Slide 9: CMB.TECH evolution over time
Q4 2021 BeHydro launches the first hydrogen-powered dual-fuel engine Launch of first multimodal hydrogen refuelling station Launch of hydrogen-powered truck & launch of hydrogen-powered excavator BeHydro launches 100% hydrogen engines for heavy-duty applications Volvo Penta & CMB.TECH partner on dua
Slide 10: 3. Key terms: transaction structure and timing
3. Key terms: transaction structure and timing Corporate governance safeguards In accordance with Article 7:116 of the CCA, the Committee of Independent Directors of Euronav appointed Degroof Petercam as Independent expert to advise on the fairness of the Acquisition Price for CMB.TECH Following the
Slide 11: 3. Key terms: Share Purchase Agreement
3. Key terms: Share Purchase Agreement In addition to the purchase price and conditions precedent described on the previous slide, the Share Purchase Agreement of 22 December 2023 includes the following key terms: 9 Additional funding Prior to the SPA closing, CMB may, to the extent necessary in vie
Slide 12: 4.a. Financial terms: Enterprise value to equity value bridge
Note: Based on valuations as of 28/11/2023. Fair Market Value (FMV) sources: Arrow, BRS, Howe Robinson, Maersk Broker, SSY, and Hagland Shipbrokers. Others: Tugboats & Ferries. These firms have not consented to the use of their names in this presentation, nor have they endorsed the transaction or ma
Slide 13: 4.b. Financial terms: Marine division FMV
4.b. Financial terms: Marine division FMV 11 52+5 CTV 67 Vessels 5 Vessels 28 Vessels 8 Vessels $ 679 $ 1,888 Marine FMV $ 3,402 $ 394 $ 441 2+6 25.000 dwt chem 1+3 6,000 TEU 2+24 Newcastlemax 3 Other Broker 1 Average FMV/vessel Broker 2 Average FMV/vessel Broker 3 Average FMV/vessel Broker 4 Averag
Slide 14: 4.b. Financial terms: Industry division DCF
4.b. Financial terms: Industry division DCF 12 Calculation methodology & comments: Valuation as of 31 December 2023 Normative year reached in 2044 (20-year DCF) Perpetual growth rate (PGR) of 2,5% in line with peers average Normative EBITDA margin of 19% in line with best-in class industrial margins
Slide 15: 4.b. Financial terms: Industry division DCF assumptions
4.b. Financial terms: Industry division DCF 13 Business plan – main operational assumptions Truck Generator BeHydro Port Locomotive Fixed price by truck times number of trucks sold Number of trucks sold assumed to grow by 10% until 2030 and 5% onwards Revenue Overhead costs: allocated full time equi
Slide 16: 4.b. Financial terms: H2 infrastructure division DCF
4.b. Financial terms: H2 infrastructure division DCF 14 $ million 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E PV2Fuel pilot - - 1.3 1.3 1.3 1.4 1.4 1.4 PV2Fuel - - - - - 117.8 120.2 122.6 Refueling station 1.5 1.4 1.4 1.4 1.4 1.3 1.3 1.3 Total Revenue 1.5 1.4 2.7 2.7 2.8 120.5 122.9 125.3 OPEX -
Slide 17: 4.b. Financial terms: H2 infrastructure division DCF assumptions
4.b. Financial terms: H2 infrastructure division DCF 15 PV2Fuel Pilot PV2Fuel Refueling Station Green ammonia price per kg times volume produced Revenue D&A: Linear depreciation of the equipment Overhead costs: allocated FTEs from Engineering division Overhead Green ammonia price per kg times volume
Slide 18: 5. Fairness opinion
5. Fairness opinion Extract out of the fairness opinion performed by Degroof Petercam(1) Estimated Equity Value of CMB.TECH based on the DCF valuation method within the range of $ 1,157-1,449 million(1) with a midpoint of $ 1,302 million. Secondary method, the NAV, yields a valuation range of $ 1,10
Slide 19: 5. Fairness opinion: agreed valuation versus fairness opinion
5. Fairness opinion: agreed valuation versus fairness opinion Overall, the Enterprise Value is aligned between the internal valuation exercise, and the fairness opinion performed by Degroof Petercam Differing methodology in regard of the capital commitments (discounted capital commitments versus cap
Slide 20: 6. Illustrative balance sheet: Euronav, CMB.TECH, and combined
6. Illustrative balance sheet(1): Euronav, CMB.TECH, and combined 18 in k USD EURONAV 15/02/2024 CMB.TECH 15/02/2024 COMBINED 15/02/2024 CMB.TECH acquisition price CMB - CMB.TECH receivable settlement Other consolidation entries Illustrative 15/02/2024 ASSETS NON-CURRENT ASSETS 1.840.681 991.094 2.8
Slide 21: 7. Investment highlights: CMB.TECH
Other CMB’s cleantech marine division – ready to scale rapidly 52+10 Vessels 1+4 Vessels 2+26 Vessels 2+6 Vessels 3Vessels Zero-carbon maritime solutions CMB.TECH builds, owns, operates and designs large marine applications that run on hydrogen and ammonia CMB.TECH also offers hydrogen and ammonia f
Slide 22: The reference in sustainable shipping
The reference in sustainable shipping Creating value through a diversified fleet and a strong focus on decarbonization Use, produce, distribute, and carrylow carbon fuels Best-in-class tanker platform High-quality asset base: VLCC,Suezmax, and FSO Strong customer portfolio at the centerof the energy
Slide 23: 8. Expected Timing
8. Expected Timing (1) The offer price may be further reduced by the gross amount of any future dividends distributions paid by Euronav to its shareholders with an ex-dividend date prior to the end of acceptance period in settlement date of the MTO. 21 CMB and Frontline plc/ Famatown Finance Ltd, re