425: CMB.TECH and Golden Ocean Announce Definitive Merger Agreement to Create Global Maritime Giant

CMB.TECH NV and Golden Ocean Group Limited have signed a definitive merger agreement for a stock-for-stock transaction, creating one of the largest listed diversified maritime groups globally.

Summary

• CMB.TECH NV and Golden Ocean Group Limited have signed a definitive agreement and plan of merger (the Merger Agreement) for a stock-for-stock transaction, as previously announced on April 22, 2025.
• Golden Ocean will merge with and into CMB.TECH Bermuda Ltd., a wholly-owned subsidiary of CMB.TECH, with CMB.TECH Bermuda as the surviving company.
• Each outstanding common share of Golden Ocean will be exchanged for 0.95 ordinary shares of CMB.TECH (the Exchange Ratio), subject to customary adjustments.
• Upon completion, CMB.TECH would issue approximately 95,952,934 new ordinary shares as Merger Consideration Shares.
• The merger will create one of the largest listed diversified maritime groups globally, with a combined fleet of approximately 250 vessels.
• Post-merger, CMB.TECH shareholders are expected to own approximately 70% (or 67% excluding treasury shares) and Golden Ocean shareholders approximately 30% (or 33% excluding treasury shares) of the total issued share capital of CMB.TECH.
• The Merger Agreement has been unanimously approved by CMB.TECH's Supervisory Board and Golden Ocean's Board of Directors and its special transaction committee.
• Golden Ocean's Transaction Committee received a fairness opinion from DNB Carnegie, concluding the Exchange Ratio is fair to Golden Ocean's shareholders from a financial point of view.
• The merger is subject to customary conditions, including regulatory approvals, Golden Ocean shareholder approval, effectiveness of a Form F-4 registration statement, and NYSE listing approval for the Merger Consideration Shares.
• Golden Ocean will delist from Nasdaq and Euronext Oslo Brs, while CMB.TECH will remain listed on NYSE and Euronext Brussels and pursue a secondary listing on Euronext Oslo Brs.
• The parties aim to complete the Merger in the third quarter of 2025, assuming timely fulfillment of closing conditions.

Sentiment

Score: 8

Explanation: The announcement of a definitive merger agreement, following a previously announced term sheet, with unanimous board approvals and a fairness opinion, indicates strong progress towards a significant strategic consolidation. The creation of a large, diversified maritime group is a positive development, despite the standard risks associated with merger completion.

Positives

• The merger creates one of the largest listed diversified maritime groups globally, with a combined fleet of approximately 250 vessels, enhancing scale and market presence.
• The transaction has received unanimous approval from both CMB.TECH's Supervisory Board and Golden Ocean's Board of Directors and its special transaction committee, indicating strong internal alignment.
• Golden Ocean's Transaction Committee received a fairness opinion from DNB Carnegie, affirming the financial fairness of the exchange ratio for Golden Ocean shareholders.
• The combined entity benefits from CMB.TECH's diversified fleet (crude oil tankers, dry bulk, container ships, chemical tankers, offshore wind, workboats) and its offerings in hydrogen and ammonia fuel, complementing Golden Ocean's dry bulk specialization.

Risks

• The consummation of the Merger is subject to customary conditions, including obtaining necessary regulatory approvals.
• The Merger requires approval from Golden Ocean shareholders.
• The effectiveness of a registration statement on Form F-4, to be filed by CMB.TECH with the U.S. Securities and Exchange Commission (SEC), is a condition for completion.
• Approval for the listing of the Merger Consideration Shares on the New York Stock Exchange (NYSE) must be obtained.
• Forward-looking statements are based on assumptions that are inherently subject to significant uncertainties and contingencies, and there is no assurance that expectations or projections will be achieved.

Future Outlook

The parties aim to complete the Merger in the third quarter of 2025, contingent on the timely fulfillment of relevant closing conditions. Post-merger, CMB.TECH will pursue a secondary listing on Euronext Oslo Brs.

Management Comments

• "Managements of CMB.TECH and Golden Ocean believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond CMB.TECH or Golden Ocean's control, there can be no assurance that CMB.TECH or Golden Ocean will achieve or accomplish these expectations, beliefs or projections."

Industry Context

This merger represents a significant consolidation within the maritime industry, creating one of the largest listed diversified groups globally. By combining CMB.TECH's broad portfolio, including its focus on hydrogen and ammonia fuel solutions, with Golden Ocean's specialization in dry bulk, the new entity is positioned to capitalize on both traditional shipping markets and the growing demand for greener maritime technologies, potentially influencing future industry trends towards diversification and decarbonization.

Comparison to Industry Standards

• The document states the merger will create "one of the largest listed diversified maritime groups in the world" with a combined fleet of approximately 250 vessels, indicating a significant scale relative to the global shipping industry. However, no specific comparable companies, projects, or results are detailed for direct assessment against industry benchmarks.

Corporate Governance

Stakeholder Impact

• Shareholders (CMB.TECH): Will own approximately 70% of the combined entity, benefiting from increased scale, diversification, and potential synergies.
• Shareholders (Golden Ocean): Will exchange their shares for CMB.TECH shares at a 0.95 ratio, owning approximately 30% of the combined entity, gaining exposure to a more diversified maritime group and its green technology initiatives.
• Customers: May benefit from a broader range of services and increased capacity from a larger, more diversified fleet, potentially leading to more comprehensive shipping solutions.
• Employees: While not explicitly detailed, mergers typically involve integration processes that can impact organizational structures and roles.
• Regulatory Authorities: Will be actively involved in reviewing and approving the merger, including the SEC, NYSE, Euronext, and relevant antitrust bodies.

Next Steps

• CMB.TECH to file a registration statement on Form F-4 with the U.S. SEC.
• Golden Ocean shareholders to vote on the merger for approval.
• Obtain necessary regulatory approvals for the merger.
• Obtain approval for the listing of the Merger Consideration Shares on the New York Stock Exchange (NYSE).
• CMB.TECH to prepare and publish an EU prospectus exempted document for admission to trading on Euronext Brussels and Euronext Oslo Brs.
• Completion of the Merger is targeted for the third quarter of 2025.
• Golden Ocean will delist from the Nasdaq Global Select Market and Euronext Oslo Brs upon completion.
• CMB.TECH will pursue a secondary listing on Euronext Oslo Brs subject to completion of the Merger.

Key Dates

Recommendation

Keywords

Merger, Shipping, Maritime, Dry Bulk, Tankers, Container Ships, Offshore Wind, Hydrogen Fuel, Ammonia Fuel, CMB.TECH, Golden Ocean, SEC Filing, Corporate Governance, Stock-for-stock, NYSE, Nasdaq, Euronext