[{"data":1,"prerenderedAt":-1},["ShallowReactive",2],{"doc-seo-281916-105":3,"detail-sidebar-cat-1-en-105":81,"doc-detail-281916-en":127},{"code":4,"msg":5,"data":6},0,"ok",{"site_id":7,"language":8,"slug":9,"title":10,"keywords":11,"description":12,"schema_data":13,"social_meta":74,"head_meta":76,"extra_data":78,"updated_unix":80},105,"en","share-purchase-agreement-sale-and-purchase-of-100-of-the-shares-in-cmbtech-nv","Share Purchase Agreement - Sale and Purchase of 100% of the Shares in CMB.TECH NV","","Share Purchase Agreement dated 22 December 2023 governing the sale and purchase of 100% of the shares in CMB.TECH NV. The Seller, CMB NV, sells its entire 200,000,000-share holding, and the Purchaser, Euronav NV, buys the Shares subject to satisfaction of conditions precedent. The transaction includes transfer of ownership on the Closing Date against cash payment of a USD 1,150,000,000 purchase price, plus repayment of any outstanding additional funding, and addresses leakage warranties and adjustments.",{"@graph":14,"@context":73},[15,34,56],{"@type":16,"itemListElement":17},"BreadcrumbList",[18,23,27,31],{"item":19,"name":20,"@type":21,"position":22},"https://docshare.wps.com","Home","ListItem",1,{"item":24,"name":25,"@type":21,"position":26},"https://docshare.wps.com/template/","Template",2,{"item":28,"name":29,"@type":21,"position":30},"https://docshare.wps.com/template/letters/","Letters",3,{"item":32,"name":10,"@type":21,"position":33},"https://docshare.wps.com/template/share-purchase-agreement-sale-and-purchase-of-100-of-the-shares-in-cmbtech-nv/281916/",4,{"url":32,"name":10,"@type":35,"image":36,"author":41,"headline":10,"publisher":44,"fileFormat":47,"inLanguage":8,"description":12,"dateModified":48,"datePublished":49,"encodingFormat":47,"isAccessibleForFree":50,"interactionStatistic":51},"DigitalDocument",{"url":37,"@type":38,"width":39,"height":40},"https://docshare.wps.com/thumbnails/share-purchase-agreement-sale-and-purchase-of-100-of-the-shares-in-cmbtech-nv/281916.png","ImageObject",442,249,{"name":42,"@type":43},"Evangeline","Person",{"url":19,"name":45,"@type":46},"DocShare","Organization","application/pdf","2026-10-19","2026-09-16",true,{"@type":52,"interactionType":53,"userInteractionCount":55},"InteractionCounter",{"@type":54},"ViewAction",7,{"@type":57,"mainEntity":58},"FAQPage",[59,65,69],{"name":60,"@type":61,"acceptedAnswer":62},"What transaction is the agreement covering?","Question",{"text":63,"@type":64},"The agreement covers the sale and purchase of 100% of the shares in CMB.TECH NV, transferring ownership on the Closing Date.","Answer",{"name":66,"@type":61,"acceptedAnswer":67},"Who are the parties to the share purchase?",{"text":68,"@type":64},"CMB NV is the Seller and Euronav NV is the Purchaser, collectively referred to as the “Parties” in the agreement.",{"name":70,"@type":61,"acceptedAnswer":71},"How is the purchase price paid?",{"text":72,"@type":64},"On the Closing Date, subject to conditions precedent, the Purchaser pays the Purchase Price to the Seller in cash.","https://schema.org",{"og:url":32,"og:type":75,"og:title":10,"og:site_name":45,"og:description":12},"article",{"robots":77,"canonical":32},"index,follow",{"doc_id":79,"site_id":7},281916,1790023809,{"code":4,"msg":82,"data":83},"success",[84,89,94,99,104,109,114,118,123],{"id":85,"doc_module":22,"doc_module_name":25,"category_name":86,"show_sort_weight":87,"slug":88},11,"Presentations",90,"presentations",{"id":90,"doc_module":22,"doc_module_name":25,"category_name":91,"show_sort_weight":92,"slug":93},12,"Resumes",80,"resumes",{"id":95,"doc_module":22,"doc_module_name":25,"category_name":96,"show_sort_weight":97,"slug":98},14,"Invoices",70,"invoices",{"id":100,"doc_module":22,"doc_module_name":25,"category_name":101,"show_sort_weight":102,"slug":103},15,"Posters",60,"posters",{"id":105,"doc_module":22,"doc_module_name":25,"category_name":106,"show_sort_weight":107,"slug":108},16,"Social Media",50,"social-media",{"id":110,"doc_module":22,"doc_module_name":25,"category_name":111,"show_sort_weight":112,"slug":113},17,"Forms",40,"forms",{"id":115,"doc_module":22,"doc_module_name":25,"category_name":29,"show_sort_weight":116,"slug":117},18,30,"letters",{"id":119,"doc_module":22,"doc_module_name":25,"category_name":120,"show_sort_weight":121,"slug":122},21,"Paper Templates",5,"papers-templates",{"id":124,"doc_module":22,"doc_module_name":25,"category_name":125,"show_sort_weight":4,"slug":126},158,"General","general-158",{"code":4,"msg":82,"data":128},{"doc_id":79,"user_id":129,"nickname":42,"user_avatar":130,"doc_module":22,"category_id":115,"category_name":29,"doc_title":10,"doc_description":12,"doc_content":131,"file_id":132,"file_url":133,"file_type":134,"file_size":135,"view_count":55,"is_deleted":4,"is_public":22,"is_downloadable":22,"audit_status":22,"page_count":136,"language":137,"language_code":8,"site_id":7,"html_lang":8,"table_of_contents":138,"faqs":139,"seo_title":140,"seo_description":12,"update_tm":141,"read_time":142},13056703019662,"https://ap-avatar.wpscdn.com/avatar/be000253a8e92610077?_k=1778726343310543188","22 December 2023  \nSHARE PURCHASE AGREEMENT  \nrelating to the sale and purchase of 100% of the shares in  \nCMB.TECH NV  \nbetween  \nCMB NV  \nas Seller  \nand  \nEuronav NV  \nas Purchaser  \nSHARE PURCHASE AGREEMENT  \nBETWEEN: (1) CMB NV, a public limited liability company organized and existing under Belgian law, with registered office at De Gerlachekaai 20, 2000 Antwerp, Belgium and registered with the Crossroads Bank for Enterprises (RLE Antwerp, division Antwerp) under number 0404.535.431 (“CMB” or the “Seller”);  \nAND: (2) EURONAV NV, a public limited liability company organized and existing under Belgian law,  \nwith registered office at De Gerlachekaai 20, 2000 Antwerp, Belgium, and registered with the Crossroads Bank for Enterprises (RLE Antwerp, division Antwerp) under number 0860.402.767 (“Euronav” or the “Purchaser”) .  \nThe Seller and the Purchaser are collectively referred to as the “Parties” and each individually as a “Party”.  \nWHEREAS:  \n(A) On the date of this Agreement, the Seller owns 200,000,000 shares in CMB.TECH NV, a public limited liability company organized and existing under Belgian law, with registered office at De Gerlachekaai 20, 2000 Antwerp, Belgium and registered with the Crossroads Bank for Enterprises (RLE Antwerp, division Antwerp) under number 0766.552.396 (the “Company” or “CMB.TECH”) . The aforementioned shares in the Company (the “Shares”) represent 100% of the shares issued by the Company.  \n(B) The Company owns, directly or indirectly, the shares in the companies listed in Schedule (B) in the proportions set out therein (each a “Subsidiary” and together with the Company, the “Group (Companies)”) .  \n(C) The Group is focused on cleantech and builds, owns, operates and designs large marine and industrial applications that run on dual-fuel or monofuel (diesel-)hydrogen and (diesel-)ammonia engines. An overview of the Group’s fleet (on the water, under construction and under option) is included in Schedule (C) (the “CMB.TECH Fleet”) .  \n(D) On 1 December 2023, the Parties entered into a confidentiality agreement (the “NDA”) .  \n(E) Between 5 December 2023 and 21 December 2023, 23:59h CET, the Purchaser and its professional advisers were granted access to an electronic data room hosted by Ansarada (the “Data Room”), for the purposes of a due diligence investigation of the Group, its businesses, operations, assets and liabilities, financial condition and legal and tax position, and they were given the opportunity to submit any questions they had during such due diligence to the management of the Group.  \n(F) The Seller now wishes to sell the Shares to the Purchaser, and the Purchaser wishes to purchase the Shares from the Seller (the “Transaction”), upon the terms and subject to the conditions set forth in this agreement (the “Agreement”) .  \n(G) This Agreement is the outcome of thorough negotiations between the Parties, which are professional parties assisted by professional advisers, and reflects all elements that the Parties deem important pursuant to such negotiations. Each Party hereby acknowledges, to the extent necessary, that (i) it has received all information as defined in Article 5.16 of the Civil Code, (ii) it has negotiated each of the terms of this Agreement with the other Party and (iii) this Agreement is fair and balanced and accurately reflects the negotiations between the Parties.  \nIT HAS BEEN AGREED AS FOLLOWS:  \n1 Definitions and interpretation  \nSchedule 1 sets out the definition of capitalized terms used in this Agreement, as well as certain principles of interpretation to be applied to this Agreement.  \n2 Sale and purchase of the Shares  \n2.1 The Shares  \n2.1.1 In accordance with the terms and subject to the conditions set out in this Agreement and in particular subject to the satisfaction of the Conditions Precedent, the Seller hereby sells the Shares to the Purchaser, and the Purchaser hereby purchases the Shares from the Seller.  \n2.1.2 Subject to the Conditions Precedent","cbCain7xHEia77wd","https://ap.wps.com/l/cbCain7xHEia77wd","pdf",706210,54,"English","# Definitions and interpretation\n# Sale and purchase of the Shares\n## The Shares\n## Rights attaching to the Shares\n# Purchase Price\n## Amount of the Purchase price\n## Payment of the Purchase Price\n## Repayment of Additional Funding\n# Leakage\n## Undertaking\n## Adjustment for Leakage","[{\"question\":\"What transaction is the agreement covering?\",\"answer\":\"The agreement covers the sale and purchase of 100% of the shares in CMB.TECH NV, transferring ownership on the Closing Date.\"},{\"question\":\"Who are the parties to the share purchase?\",\"answer\":\"CMB NV is the Seller and Euronav NV is the Purchaser, collectively referred to as the “Parties” in the agreement.\"},{\"question\":\"How is the purchase price paid?\",\"answer\":\"On the Closing Date, subject to conditions precedent, the Purchaser pays the Purchase Price to the Seller in cash.\"}]","Share Purchase Agreement - Sale and Purchase of 100% of the Shares in CMB.TECH NV | PDF",1789568975,19]