425: CMB.TECH Confirms Golden Ocean Merger Progress, Targets August 2025 Close

CMB.TECH NV provides a market update on the stock-for-stock merger with Golden Ocean Group Limited, confirming key approvals and an expected completion around August 20, 2025.

Summary

• The transaction is structured as a merger where Golden Ocean will merge with and into CMB.TECH Bermuda Ltd., a wholly-owned subsidiary of CMB.TECH.
• All outstanding common shares of Golden Ocean will be exchanged for newly issued CMB.TECH ordinary shares at an exchange ratio of 0.95 CMB.TECH shares for each Golden Ocean common share.
• Upon completion, CMB.TECH would issue approximately 95,952,934 new ordinary shares, assuming the exchange ratio is not adjusted.
• 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.
• Golden Ocean will delist from Nasdaq Global Select Market and Euronext Oslo Brs and deregister from the U.S. Securities and Exchange Commission (SEC).
• CMB.TECH will remain listed on the New York Stock Exchange (NYSE) and Euronext Brussels and will pursue a secondary listing on Euronext Oslo Brs.
• The merger is expected to complete on or around August 20, 2025, which is also the anticipated first day of trading for the newly issued shares.
• The combined entity will form one of the largest listed diversified maritime groups globally, with a fleet of approximately 250 vessels.
• Antitrust clearance from the German Bundeskartellamt was received on June 26, 2025.
• The SEC declared the Registration Statement on Form F-4 effective on July 16, 2025.
• A NYSE supplemental listing application was filed on July 7, 2025, for the new CMB.TECH shares.

Sentiment

Score: 8

Explanation: The document provides a positive update on the merger progress, highlighting key approvals, a clear timeline, and the strategic benefits of creating a large, diversified maritime group. All major milestones mentioned are progressing as expected or have been completed.

Positives

• The supervisory board of CMB.TECH and the board of directors of Golden Ocean have both unanimously approved the transaction.
• CMB.TECH's shareholder approval is not required for the merger, streamlining the process.
• Antitrust clearance from the German Bundeskartellamt has been secured on June 26, 2025.
• The SEC declared the Registration Statement effective on July 16, 2025, a critical regulatory milestone.
• The merger is projected to create one of the largest listed diversified maritime groups globally, with a combined fleet of approximately 250 vessels.
• CMB.TECH will maintain its listings on NYSE and Euronext Brussels and plans a secondary listing on Euronext Oslo Brs, enhancing market presence.

Risks

• The completion of the Merger is contingent upon the timely fulfillment of relevant closing conditions.
• Forward-looking statements are inherently subject to significant uncertainties and contingencies that are difficult or impossible to predict and are beyond control, meaning projected outcomes may not be achieved.
• The stated Exchange Ratio is subject to customary adjustments as per the merger agreement.
• The secondary listing on Euronext Oslo Brs is conditional upon the successful completion of the Merger.
• To ensure timely delivery and settlement of Merger Consideration Shares to Euronext Oslo Brs shareholders, CMB.TECH and CMB may need to enter into a short-term share lending arrangement.

Future Outlook

The parties aim to complete the Merger as soon as possible after the Golden Ocean Special General Meeting, expected on or around August 20, 2025. This date is also expected to be the first day of trading for the newly issued shares on NYSE, Euronext Brussels, and tentatively Euronext Oslo Brs. CMB.TECH will pursue a secondary listing on Euronext Oslo Brs subject to completion of the Merger.

Management Comments

• The supervisory board of CMB.TECH and the board of directors of Golden Ocean have both unanimously approved the transaction.
• The Merger will create one of the largest listed diversified maritime groups in the world with a combined fleet of approximately 250 vessels.

Industry Context

The merger creates "one of the largest listed diversified maritime groups in the world," indicating a significant consolidation and expansion of scale within the global shipping industry. This move positions the combined entity to potentially leverage a larger, more diversified fleet across crude oil tankers, dry bulk, container ships, chemical tankers, offshore wind, and port vessels, as well as hydrogen and ammonia fuel offerings, aligning with trends towards larger, more integrated shipping companies and potentially future-proofed operations with alternative fuels.

Comparison to Industry Standards

• The combined entity, with a fleet of approximately 250 vessels, will become "one of the largest listed diversified maritime groups in the world." This scale positions it among major global shipping conglomerates, offering a broad range of services across various vessel types (crude oil tankers, dry bulk, container ships, chemical tankers, offshore wind, port vessels) and including a focus on hydrogen and ammonia fuel, which is a forward-looking aspect compared to traditional shipping companies.

Corporate Governance

Stakeholder Impact

• Shareholders (Golden Ocean): Will exchange their shares for newly issued CMB.TECH ordinary shares at a 0.95 exchange ratio, becoming shareholders in a larger, diversified maritime group. Golden Ocean shares will delist.
• Shareholders (CMB.TECH): Will see their ownership diluted to approximately 70% (or 67% excluding treasury shares) but will be part of a significantly larger and more diversified company.
• Customers: The combined entity will offer a broader range of maritime services with a larger fleet.
• Regulatory Bodies: SEC and German Bundeskartellamt have provided necessary clearances, indicating compliance.

Next Steps

• Golden Ocean to hold a special general meeting on August 19, 2025, to vote on the Merger Agreement and related transactions.
• Publication of an Exemption Document shortly before the Golden Ocean Special General Meeting.
• Completion of the Merger as soon as possible after the Golden Ocean Special General Meeting, expected on or around August 20, 2025.
• First day of trading for newly issued CMB.TECH shares on NYSE, Euronext Brussels, and tentatively Euronext Oslo Brs on or around August 20, 2025.
• CMB.TECH to pursue a secondary listing on Euronext Oslo Brs subject to completion of the Merger.
• CMB.TECH and CMB contemplate entering into a short-term share lending arrangement to secure timely delivery and settlement of Merger Consideration Shares to shareholders on Euronext Oslo Brs.

Key Dates

Recommendation

Keywords

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