425: CMB.TECH & Golden Ocean Merger Advances

CMB.TECH NV is proceeding with its stock-for-stock merger with Golden Ocean Group Limited, aiming to create a large, diversified maritime group with enhanced liquidity and a focus on sustainable shipping.

Summary

• CMB.TECH NV is merging with Golden Ocean Group Limited in a stock-for-stock transaction, with CMB.TECH Bermuda Ltd. (a wholly-owned subsidiary of CMB.TECH) as the surviving company of the Bermuda Merger.
• Each Golden Ocean common share will be converted into 0.95 CMB.TECH ordinary shares.
• CMB.TECH expects to issue 95,952,934 new ordinary shares as a result of the merger.
• Following the merger, pre-Merger CMB.TECH shareholders are estimated to own approximately 66.9% and former Golden Ocean shareholders approximately 33.1% of the Combined Company's outstanding ordinary shares (excluding treasury shares).
• The Combined Company's fleet will consist of 248 vessels with an average age of approximately 7 years and an aggregate carrying capacity of approximately 30 million dwt.
• The total purchase consideration for the acquisition of Golden Ocean is valued at USD 2.8 billion.
• Golden Ocean's common shares will be delisted from Nasdaq and Euronext Oslo, while CMB.TECH's ordinary shares will remain listed on the NYSE and Euronext Brussels, with a secondary listing sought on Euronext Oslo.

Sentiment

Score: 7

Explanation: The filing details a significant strategic merger aimed at creating a larger, more diversified, and sustainable maritime group. While it outlines inherent risks and potential challenges common to such large-scale integrations, the overall tone is positive, emphasizing anticipated benefits like increased liquidity, fleet optimization, and leadership in decarbonization. The progress on meeting closing conditions and securing substantial refinancing facilities indicates strong execution towards the stated objectives.

Positives

• The merger is expected to create a large, listed, and diversified maritime group, supported by an anchor family shareholder.
• The post-Merger free float is anticipated to increase to approximately 38.4% (excluding treasury shares), which is beneficial for share liquidity.
• The diversified structure is designed to ensure resilient performance across shipping cycles and enable the Combined Company to seize meaningful opportunities.
• The stock-for-stock transaction structure avoids burdening CMB.TECH's cash flows or directly increasing its debt position for the merger consideration.
• Fleet diversification will be significantly enhanced with the addition of 89 dry-bulk vessels from Golden Ocean, reducing volatility from pure crude oil transportation.
• The merger expands the fleet with modern vessels, as Golden Ocean's fleet has an average age of 8.2 years.
• The Combined Company aims to play a leading role in the decarbonization of the shipping industry, focusing on low-emission ships and hydrogen/ammonia fuels.
• A new USD 2 billion facility agreement has been executed to refinance all or parts of Golden Ocean's outstanding debt, with CMB.TECH as parent guarantor.

Negatives

• The market price of CMB.TECH ordinary shares after the merger may be affected by factors different from those currently affecting the price of CMB.TECH and Golden Ocean shares.
• The issuance of 95,952,934 new CMB.TECH ordinary shares and potential future resales may cause the market value of CMB.TECH ordinary shares to decline.
• CMB.TECH and Golden Ocean have incurred and expect to incur substantial non-recurring transaction fees and costs in connection with the merger.
• The unaudited pro forma financial information is for illustrative purposes only and may not be indicative of the Combined Company's actual future financial position or results.
• Golden Ocean shareholders will experience a reduced ownership and voting interest in CMB.TECH after the merger, exercising less influence over management.
• CMB.TECH may issue additional ordinary shares or other equity securities in the future without shareholder approval, which could dilute existing shareholders' ownership interests.
• There is no assurance that CMB.TECH will declare or pay any dividends in the future, and dividend payments are subject to various factors and Belgian law restrictions.
• Shareholders in countries with currencies other than the Euro, US Dollar, or Norwegian Krone face additional exchange rate risk due to currency fluctuations.

Risks

• Holders of Golden Ocean common shares cannot be certain of the precise value of the Merger Consideration due to the fixed exchange ratio and potential fluctuations in CMB.TECH's share price.
• Golden Ocean shareholders who do not vote in favor of the merger may exercise appraisal rights, potentially leading to additional cash payments if the fair value of their shares is appraised higher than the Merger Consideration.
• There is no assurance when or if the Merger will be completed, as it is subject to various conditions, including Golden Ocean shareholder approval, regulatory clearances, and listing approvals.
• Failure to complete the Merger would prevent CMB.TECH and Golden Ocean from realizing anticipated benefits and would result in both companies remaining liable for significant transaction costs.
• The termination of the Merger Agreement could negatively impact Golden Ocean and CMB.TECH, including adverse reactions from financial markets, investors, customers, and employees.
• Certain Golden Ocean directors have interests in the Merger that differ from, or are in addition to, the interests of Golden Ocean common shareholders, as some also serve on CMB.TECH's Supervisory Board.
• Potential litigation against CMB.TECH and Golden Ocean related to the Merger could result in substantial costs, delays, and/or judgments requiring additional payments.
• The announcement and pendency of the Merger could adversely affect CMB.TECH's and Golden Ocean's relationships with existing and future customers, suppliers, and employees.
• Restrictions on the conduct of business activities prior to the completion of the Merger may prevent Golden Ocean and CMB.TECH from pursuing otherwise attractive business opportunities.
• The Combined Company may not realize all of the anticipated benefits of the Merger, or not within the time periods anticipated, due to various factors beyond CMB.TECH's control.
• Coordinating previously separate businesses and integrating operations will be challenging and may result in unforeseen expenses and diversion of management attention.
• The Merger will place significant demands on CMB.TECH's managerial, operational, and financial personnel and systems, which may not be adequate to support the expansion.
• The completion of the Merger will trigger certain 'no merger' and 'no de-listing' covenants in most of Golden Ocean's existing loan agreements, potentially giving lenders a right to declare default, although refinancing is planned.
• The Combined Company may not be able to obtain financing for additional capital requirements on acceptable terms or at all.
• The secondary listing of CMB.TECH ordinary shares on Euronext Oslo may not be completed simultaneously with the Closing Date or at all, potentially affecting trading for some Golden Ocean shareholders.
• Investment and trading in general are subject to risks, including extreme price and volume fluctuations in stock markets not always related to company performance.

Future Outlook

The Combined Company will continue to promote CMB.TECH's ongoing strategy of being the reference platform for sustainable shipping. This involves further fleet diversification into various shipping segments to reduce earnings volatility, a leading role in decarbonization by offering low-emission ships and developing hydrogen/ammonia fuels, and fleet optimization through divesting older vessels and investing in newbuildings or technical upgrades. The operational strategy aims for resilient performance across shipping cycles and a balanced mix of spot and time charter exposure.

Management Comments

• "The Merger is expected to create a large, listed and diversified maritime group, supported by an anchor family shareholder and a post-Merger free float of approximately 38.4% (excluding treasury shares)."
• "The diversified structure is designed to ensure resilient performance across shipping cycles and the ability to seize meaningful opportunities."
• "By structuring the Merger as a stock-for-stock transaction, the Merger can be concluded without burdening CMB.TECHs cash flows or increasing its debt position."
• "The increased free float will be beneficial for the liquidity of the shares."
• "CMB.TECH envisions playing a leading role in the decarbonization of the shipping industry and being the reference shipowner when it comes to green ships."
• "The Merger will allow CMB.TECH to obtain 89 vessels with an average age of 8.2 years, resulting in a further expansion of its fleet with modern vessels."
• "The Merger is projected to result in an enhanced financial profile, thereby presenting a compelling value proposition for stakeholders."
• "Golden Ocean does not agree with the claim for cash payment of the fair value by these certain holders of Golden Ocean common shares, including their interpretation of the relevant legislation, and has indicated in its press release of 11 August 2025... that it will address these claims appropriately."
• "It is unlikely that an outflow of resources will be required to settle any obligation and as a result no provisions are required." (Regarding Oceania arbitration)

Industry Context

The merger aligns with a significant industry trend towards decarbonization in shipping, with CMB.TECH positioning itself as a leader in hydrogen and ammonia-powered vessels and infrastructure. The strategic diversification of the combined fleet across dry bulk, crude oil, containers, chemicals, and offshore wind segments aims to mitigate the inherent volatility of single-segment shipping markets, a common challenge in the industry. The creation of a larger, more diversified group could enhance its competitive position and financial resilience within the global maritime sector.

Comparison to Industry Standards

• The combined fleet of 248 vessels with an average age of approximately 7 years and an aggregate carrying capacity of approximately 30 million dwt positions the Combined Company as one of the largest listed diversified maritime groups globally.
• CMB.TECH's active involvement in the full hydrogen value chain, including the development of hydrogen and ammonia-powered combustion engines and infrastructure projects like Cleanergy Solutions Namibia and the Hydrogen Refuelling Station in Antwerp, demonstrates early leadership in low-carbon maritime solutions, potentially setting a benchmark for industry peers in sustainable shipping.
• The acquisition of Golden Ocean's dry bulk fleet (89 vessels, average age 8.2 years) complements CMB.TECH's existing diverse fleet (crude oil tankers, container vessels, chemical tankers, offshore wind transport vessels, tugs, ferries), creating a more resilient and diversified portfolio compared to many single-segment shipping companies.
• The execution of a USD 2 billion refinancing facility for Golden Ocean's debt, with CMB.TECH as guarantor, indicates strong financial backing and market confidence in the combined entity's creditworthiness, potentially at competitive market-based margins (Secured Overnight Financing Rate plus a market-based margin) compared to industry norms for large-scale shipping debt.

Management Changes

Corporate Governance

Legal Proceedings

• RMK Maritime is seeking USD 12,993,720 in damages from CMB.TECH in the London High Court for unpaid advisory services related to a 2016-2017 merger. Judgment is expected towards the end of August 2025. CMB.TECH believes an outflow of resources is unlikely.
• FourWorld Capital Management LLC (FWC) filed a complaint in the US District Court against CMB (not CMB.TECH) regarding a US takeover bid, which was dismissed on March 13, 2024.
• FWC initiated proceedings against CMB (not CMB.TECH) before the Markets Court of the Brussels Court of Appeal, seeking an increase in CMB's public takeover bid price. The court found special benefits of USD 0.52 per CMB.TECH share, leading to an additional payment and reopening of the bid at an adjusted price of USD 12.66 per share.
• FWC initiated proceedings before the Antwerp Enterprise Court against CMB.TECH, requesting nullification of decisions related to the Fleet Sale and Settlement Agreement. A hearing is set for February 2, 2026.
• CMB.TECH is involved in arbitration proceedings in London, Singapore, and Malaysia related to the vessel Oceania. A cash security of MYR 210 million (approximately USD 46 million) was posted. CMB.TECH received a favorable arbitration award in London on May 7, 2025. Hearings in Malaysia are scheduled for August or September 2025, with a possibility of appeal into 2026. CMB.TECH believes no provisions are required.
• Certain Golden Ocean common shareholders (holding 17,285,000 shares, or 8.59%) have stated their intention to exercise statutory appraisal rights under Bermuda law, claiming entitlement to the entire fair value of their shares in cash, rather than Consideration Shares. One such shareholder has commenced proceedings in Bermuda. Golden Ocean disputes the claim for cash payment.

Related Party Transactions

• CMB.TECH Bermuda acquired 81,363,730 shares in Golden Ocean from Hemen Holding Limited (Golden Ocean's former largest shareholder) for USD 1,178,960,447.70.
• CMB.TECH sold two Suezmax vessels to a wholly owned subsidiary of CMB (CMB.TECH's majority shareholder).
• CMB.TECH sold three Suezmax vessels to a wholly owned subsidiary of CMB.
• The solution to the strategic deadlock within CMB.TECH involved the sale of 24 tankers by CMB.TECH to Frontline Plc, the settlement of arbitration proceedings between CMB.TECH and Frontline, and the acquisition by CMB of shares Frontline held in CMB.TECH, triggering a mandatory public takeover bid by CMB.
• The USD 2 billion facility agreement for refinancing Golden Ocean's debt has CMB.TECH as the parent guarantor for Golden Ocean (borrower).

Stakeholder Impact

• **Shareholders (CMB.TECH)**: Will experience dilution of ownership and voting interest (e.g., a 1% pre-merger shareholder will hold 0.70% of shares and 0.76% of voting rights post-merger). However, they may benefit from increased liquidity due to a higher free float and potential long-term value creation from fleet diversification and decarbonization strategies. There is a risk of market price decline due to the issuance of new shares.
• **Shareholders (Golden Ocean)**: Will cease to be Golden Ocean shareholders and become CMB.TECH shareholders, resulting in a reduced percentage ownership and less influence over management in the combined entity. They will receive cash in lieu of fractional shares. They face the risk of appraisal rights litigation if they dissent from the merger.
• **Employees**: While no direct impact on employment numbers is specified for CMB.TECH Bermuda, the merger of two large entities may lead to integration challenges or potential synergies affecting personnel. Golden Ocean had 44 employees as of December 31, 2024.
• **Customers and Suppliers**: There is a risk that existing or prospective customers and suppliers may delay, defer, or cease business with either company, or seek to renegotiate terms, due to the merger announcement and pendency.
• **Creditors**: Golden Ocean's outstanding debt is planned to be refinanced with a new USD 2 billion facility, with CMB.TECH as guarantor, which could strengthen the credit profile of the combined entity and potentially provide more favorable financing terms.

Next Steps

• Special General Meeting of Golden Ocean shareholders is set to take place on August 19, 2025, to approve the Merger Proposal.
• The last day of trading for Golden Ocean on Nasdaq and Euronext Oslo is scheduled for August 19, 2025.
• The effective date of the Bermuda Merger is August 20, 2025.
• The Contribution in Kind and admission to trading of the Consideration Shares on Euronext Brussels, NYSE, and Euronext Oslo are expected on August 20, 2025.
• CMB.TECH's Q2 2025 results are scheduled to be announced on August 28, 2025.
• Judgment for the RMK legal claim is expected towards the end of August 2025.
• Hearings in Malaysia for the Oceania arbitration are scheduled for August or September 2025.
• A final review of Golden Ocean's accounting policies to conform to IFRS will be conducted following the consummation of the Merger.
• The Combined Company may consider simplifying its group structure after the merger.
• Goodwill recognized from the acquisition will be tested for impairment annually.
• Management will re-assess the residual value of its fleet on a yearly basis.
• A hearing for FWC claims in the Antwerp Enterprise Court is set for February 2, 2026.

Key Dates

Recommendation

The merger between CMB.TECH and Golden Ocean is a transformative strategic move aimed at creating a larger, more diversified maritime group with a strong focus on sustainable shipping. This offers significant long-term growth potential and resilience across shipping cycles. However, the immediate dilution for existing CMB.TECH shareholders, the complexities of integrating two large entities, and ongoing legal challenges (such as the dissenting shareholder claims and other litigations) introduce near-term uncertainties and execution risks. While the refinancing of Golden Ocean's debt is a positive, the fixed exchange ratio means Golden Ocean shareholders are exposed to CMB.TECH's share price fluctuations until closing. Therefore, a 'hold' recommendation is appropriate to allow investors to monitor the successful integration, the realization of anticipated synergies, and the resolution of current legal matters before making further investment decisions.

Keywords

CMB.TECH, Golden Ocean, Merger, Shipping, Dry Bulk, Tankers, Hydrogen, Ammonia, Decarbonization, Maritime, SEC Filing, Corporate Action, Stock-for-Stock, Euronext Oslo, NYSE, Nasdaq, Fleet Diversification, Sustainability, Financial Reporting