SCHEDULE 13D/A: CMB.TECH and Golden Ocean Announce Proposed Stock-for-Stock Merger to Create Global Maritime Giant

CMB.TECH NV and Golden Ocean Group Limited have signed a non-binding term sheet for a stock-for-stock merger, aiming to create one of the largest diversified listed maritime groups globally.

Summary

• CMB.TECH NV (CMBT) and Golden Ocean Group Limited (GOGL) have signed a non-binding term sheet for a proposed stock-for-stock merger, with CMBT as the surviving entity.
• The proposed exchange ratio is 0.95 CMBT shares for each GOGL share, subject to customary adjustments.
• Upon completion, approximately 95,952,934 new CMBT shares would be issued.
• Post-merger, current CMBT shareholders are expected to own approximately 70% (or 67% excluding treasury shares) of the combined company, while former GOGL shareholders would own approximately 30% (or 33% excluding treasury shares).
• The combined entity is projected to have a fleet of more than 250 vessels with an estimated value exceeding $11 billion USD.
• Golden Ocean will delist from The NASDAQ Global Select Market and Euronext Oslo Brs upon merger completion.
• CMB.TECH will remain listed on the New York Stock Exchange and Euronext Brussels, and intends to pursue a secondary listing on Euronext Oslo Brs.
• The transaction is subject to various conditions, including confirmatory due diligence, negotiation and execution of definitive agreements, board and regulatory approvals, third-party consents, GOGL shareholder approval, and the effectiveness of an SEC Form F-4 registration statement.
• The parties aim to enter into definitive transaction agreements during the second quarter of 2025 and complete the merger in the third quarter of 2025.

Sentiment

Score: 8

Explanation: The document announces a significant strategic merger presented with strong positive sentiment by both companies' management, supported by a fairness opinion. It highlights substantial benefits like increased scale, diversification, and a focus on future-proof technologies. However, the non-binding nature of the term sheet and the numerous conditions for closing introduce a degree of uncertainty, preventing a perfect score.

Positives

• The merger is expected to create one of the largest diversified listed maritime groups globally, with a combined fleet of over 250 vessels and a value exceeding $11 billion USD.
• The combined entity will benefit from enhanced liquidity in its shares due to public listings, providing increased 'firepower' for future investments and seizing opportunities.
• The fleets of GOGL and CMB.TECH are considered complementary, particularly in dry bulk, creating one of the largest and most modern dry bulk fleets in the world, including 87 modern Capesize and Newcastlemax vessels.
• CMB.TECH's focus on decarbonization (hydrogen and ammonia fuel) is generating meaningful long-term contracts, aligning with recent IMO decisions on limiting greenhouse gas emissions.
• Golden Ocean's Transaction Committee, composed of disinterested directors, received a fairness opinion from DNB Markets, concluding that the exchange ratio is fair from a financial point of view to GOGL shareholders.
• The proposed merger is believed to be in the best interests of Golden Ocean and its stakeholders, offering broader services to customers and a wide range of possibilities to employees.
• The transaction is expected to create long-term added value for shareholders of both companies.

Negatives

• The Term Sheet is non-binding, meaning definitive transaction agreements may not be entered into on the indicated terms or at all.
• The consummation of the merger is subject to numerous customary conditions, including confirmatory due diligence, negotiation and execution of definitive transaction agreements, applicable board approvals, regulatory approvals, third-party consents, Golden Ocean shareholder approval, and effectiveness of an SEC registration statement on Form F-4.
• Golden Ocean Group Limited will delist from The NASDAQ Global Select Market and Euronext Oslo Brs upon completion of the merger.

Risks

• The Term Sheet is non-binding, and there is no assurance that definitive transaction agreements will be entered into on the indicated terms or at all.
• The consummation of the merger is subject to customary conditions, including satisfactory outcome of reciprocal due diligence, negotiation and execution of definitive transaction agreements, applicable board approvals, regulatory approvals, third-party consents, Golden Ocean shareholder approval, and effectiveness of a registration statement on Form F-4.
• The Consideration and implied exchange ratio are subject to customary adjustments, including to reflect any GOGL or CMBT shares repurchased, issuances of GOGL/CMBT securities (including options), or declarations and/or payments of dividends or other distributions by GOGL or CMBT prior to closing.
• The merger could be prohibited by laws or injunctions.
• The transaction is subject to other mutual customary conditions such as representations, covenants, and the absence of a material adverse effect.
• Forward-looking statements are subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond the control of CMB.TECH or Golden Ocean, meaning there is no assurance that expectations, beliefs, or projections will be achieved.

Future Outlook

The proposed merger is expected to create a leading diversified maritime group with enhanced financial capacity and liquidity, enabling continued investment in its fleet and the ability to seize new opportunities. The combined entity's focus on decarbonization, particularly with hydrogen and ammonia fuel, is anticipated to generate significant long-term contracts, further bolstered by recent IMO decisions on greenhouse gas emissions. The dry bulk sector is also noted to have a favorable long-term outlook.

Management Comments

• Alexander Saverys, CEO of CMB.TECH: "By merging CMB.TECH and Golden Ocean, we would take another great step forward in building our leading diversified maritime group. Our fleet would grow to more than 250 modern vessels spread over five shipping divisions. The value of our fleet would reach more than 11 billion USD and, combined with our public listings and enhanced liquidity in our shares, we will have all the necessary firepower to continue to invest in our fleet and seize opportunities. Our focus on decarbonisation is starting to generate meaningful long-term contracts, and the recent IMO decisions on limiting greenhouse gas emissions from shipping give us even more wind (and ammonia) in our sails. Its full speed ahead to decarbonise today to navigate tomorrow!"
• Peder Simonsen, CEO of Golden Ocean: "The proposed merger with CMB.TECH gives Golden Ocean a great opportunity to be part of a large diversified maritime group. Our fleet and CMB.TECHs dry bulk vessels are very complementary and would create one of the largest and most modern dry bulk fleets in the world, including 87 modern Capesize and Newcastlemax vessels, with a favorable long-term outlook. If completed, the merged company will be one of the largest listed maritime groups both in terms of market capitalisation, net asset value and expected share liquidity. This transaction will allow us to offer an even broader service to our customers, a wide range of possibilities to our employees and last but not least the creation of long term added value to our shareholders."
• Carl Steen, Chairman of the Transaction Committee of Golden Ocean: "The disinterested directors of Golden Ocean have analysed the values of both companies in a possible stock-for-stock merger. We have concluded unanimously that the proposed exchange ratio based on a net asset value of CMB.TECH of 15.23 USD per share and a value of 14.49 USD per Golden Ocean share is fair, and believe this proposed merger is in the best interests of the company and its stakeholders."

Industry Context

This proposed merger represents a significant consolidation within the maritime industry, creating one of the largest diversified listed groups globally. The strategic rationale aligns with broader industry trends towards scale and diversification to enhance competitive positioning. Furthermore, CMB.TECH's emphasis on hydrogen and ammonia fuel solutions positions the combined entity at the forefront of the industry's decarbonization efforts, a critical and growing trend driven by evolving environmental regulations and demand for sustainable shipping, as highlighted by recent IMO decisions on greenhouse gas emissions.

Comparison to Industry Standards

• The merger is expected to create one of the largest diversified listed maritime groups in the world, with a combined fleet exceeding 250 vessels and a total value of over $11 billion USD.
• The combined dry bulk fleet, including 87 modern Capesize and Newcastlemax vessels, is projected to be one of the largest and most modern globally.
• The merged company is anticipated to be one of the largest listed maritime groups in terms of market capitalization, net asset value, and expected share liquidity.

Corporate Governance

Stakeholder Impact

• Shareholders (Golden Ocean): Will receive CMB.TECH shares, becoming part of a larger, more diversified maritime group, with the exchange ratio deemed fair by a financial advisor. Expected to benefit from long-term value creation and enhanced share liquidity.
• Shareholders (CMB.TECH): Will maintain majority ownership of the combined entity, benefiting from increased scale, diversification, and enhanced financial capacity for future investments.
• Employees: The merger is expected to offer a 'wide range of possibilities' to employees.
• Customers: The merged company will be able to offer an 'even broader service' to customers due to the expanded and diversified fleet.
• Creditors: CMB.TECH will take over Golden Ocean's financing arrangements, and obtaining all required lender approvals is a condition to closing, indicating potential impact on existing debt agreements.

Next Steps

• CMB.TECH and Golden Ocean will host Capital Markets Days in Antwerp, Belgium on April 24, 2025, and in Oslo, Norway on April 29, 2025.
• Announcement of first quarter 2025 results on May 14, 2025.
• Aim to enter into definitive transaction agreements, including a Merger Agreement and Exchange Agreement, during the second quarter of 2025.
• CMBT and GOGL to work together to prepare and file a Registration Statement on Form F-4 with the SEC as soon as practicably possible following execution of the Merger Agreement.
• Golden Ocean to solicit proxies and convene a shareholder meeting for the approval of the Merger as soon as practicable following the SEC declaring the Registration Statement on Form F-4 effective.
• The GOGL Merger Shareholder Meeting in July 2025 will include a proposal for the approval of an amendment to the GOGL bye-laws to clarify the required shareholder voting majority for a merger.
• Aim to complete the Merger in the third quarter of 2025.
• CMBT will use reasonable best commercial efforts to secondary record its shares in Euronext Securities Oslo (ESO) and to list its shares on the Oslo Stock Exchange at or as soon as practicably possible following completion of the merger.

Key Dates

Recommendation

Keywords

Merger, Shipping, Maritime, Dry Bulk, Tankers, Container Ships, Chemical Tankers, Offshore Wind, Workboats, Decarbonization, Hydrogen Fuel, Ammonia Fuel, Golden Ocean Group Limited, CMB.TECH NV, GOGL, CMBT, Stock-for-stock, SEC Filing, NASDAQ, NYSE, Euronext Oslo, Euronext Brussels