425: CMB.TECH and Golden Ocean Announce Stock-for-Stock Merger to Create Maritime Giant

CMB.TECH and Golden Ocean have signed a term sheet for a stock-for-stock merger, creating one of the world's largest diversified listed maritime groups.

Summary

• CMB.TECH and Golden Ocean have agreed to a stock-for-stock merger, with CMB.TECH as the surviving entity.
• The exchange ratio is 0.95 shares of CMB.TECH for each share of Golden Ocean, subject to adjustments.
• CMB.TECH shareholders will own approximately 70% of the combined company (67% excluding treasury shares), while Golden Ocean shareholders will own approximately 30% (33% excluding treasury shares).
• The merger will create a maritime group with over 250 vessels and a fleet value exceeding $11 billion USD.
• The transaction is subject to customary conditions, including regulatory and shareholder approvals, and the filing of a registration statement with the SEC.
• Golden Ocean will delist from NASDAQ and Euronext Oslo Brs upon completion of the merger.
• CMB.TECH will remain listed on the New York Stock Exchange and Euronext Brussels and will pursue a secondary listing on the Euronext Oslo Brs.
• The parties aim to finalize definitive agreements in the second quarter of 2025 and complete the merger in the third quarter of 2025.

Sentiment

Score: 8

Explanation: The document conveys a positive outlook on the merger, highlighting the benefits of increased scale, diversification, and a focus on decarbonization. Management comments are optimistic, and the transaction appears to be well-received by both companies.

Positives

• The merger creates a larger, more diversified maritime group with increased scale and resources.
• The combined fleet will consist of over 250 modern vessels, enhancing the group's market position.
• The merger is expected to improve share liquidity and provide greater access to capital markets.
• The combined company will have a strong focus on decarbonization and sustainable shipping practices.
• Golden Ocean shareholders will benefit from being part of a larger, more diversified entity.

Negatives

• The merger is subject to customary conditions, including regulatory and shareholder approvals, which may not be obtained.
• Definitive transaction agreements may not be entered into on the terms mentioned or at all.
• Golden Ocean shareholders will experience dilution of their ownership stake.

Risks

• The merger may not be completed if customary conditions are not met.
• Integration of the two companies may present challenges and risks.
• The combined company will be subject to the risks associated with the maritime industry, including fluctuations in freight rates and fuel prices.
• The success of the merger depends on the ability of the combined company to achieve synergies and cost savings.

Future Outlook

The combined company aims to be a leading diversified maritime group with a focus on decarbonization and sustainable shipping. They plan to continue investing in their fleet and seizing opportunities in the market.

Management Comments

• Alexander Saverys, CEO of CMB.TECH, stated that the merger is a great step forward in building a leading diversified maritime group and that the company will have the necessary firepower to continue to invest in its fleet and seize opportunities.
• Peder Simonsen, CEO of Golden Ocean, commented that the merger gives Golden Ocean a great opportunity to be part of a large diversified maritime group and will allow them to offer an even broader service to their customers.
• Carl Steen, Chairman of the Transaction Committee of Golden Ocean, stated that the proposed exchange ratio is fair and that the merger is in the best interests of the company and its stakeholders.

Industry Context

The merger reflects a trend towards consolidation in the maritime industry, as companies seek to achieve greater scale and efficiency. The focus on decarbonization also aligns with increasing regulatory pressure and investor demand for sustainable shipping practices.

Comparison to Industry Standards

• The combined fleet of over 250 vessels would position the merged entity among the largest publicly listed maritime companies globally, comparable to companies like Maersk, MSC, and Cosco in terms of fleet size.
• The focus on decarbonization aligns with initiatives by other industry leaders such as CMA CGM and Hapag-Lloyd, who are also investing in alternative fuels and energy-efficient technologies.
• The stock-for-stock merger structure is a common approach in the shipping industry, similar to past mergers involving companies like Navios Maritime and DryShips.

Stakeholder Impact

• Shareholders of both companies will be impacted by the merger, with CMB.TECH shareholders experiencing dilution and Golden Ocean shareholders receiving CMB.TECH shares.
• Employees of both companies may be affected by potential synergies and restructuring.
• Customers of both companies will benefit from a broader range of services and a larger, more diversified fleet.
• Suppliers and creditors of both companies will be impacted by the financial strength and stability of the combined entity.

Next Steps

• Confirmatory due diligence.
• Negotiation and execution of definitive transaction agreements.
• Applicable board approvals.
• Regulatory approvals.
• Third-party consents.
• Golden Ocean shareholder approval.
• Effectiveness of a registration statement on Form F-4 to be filed by CMB.TECH with the SEC.
• CMB.TECH and Golden Ocean will host Capital Markets Days in Antwerp, Belgium on 24 April 2025 and in Oslo, Norway on 29 April 2025.

Key Dates

Keywords

merger, CMB.TECH, Golden Ocean, maritime, shipping, stock-for-stock, fleet, decarbonization