SCHEDULE 13D/A: CMB.TECH NV and Golden Ocean Group Limited Announce Definitive Merger Agreement

CMB.TECH NV and Golden Ocean Group Limited have signed a definitive merger agreement, with Golden Ocean merging into a CMB.TECH subsidiary in a stock-for-stock transaction, targeting completion in Q3 2025.

Summary

• CMB.TECH NV and Golden Ocean Group Limited entered into a definitive merger agreement on May 28, 2025.
• Golden Ocean will merge with and into CMB.TECH Bermuda Ltd., a wholly-owned subsidiary of CMB.TECH NV, 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 NV, subject to customary adjustments.
• Approximately 95,952,934 new Ordinary Shares of CMB.TECH NV are expected to be issued as merger consideration, assuming no adjustment to the exchange ratio.
• Upon completion, current CMB.TECH shareholders are projected to own approximately 70% (or 67% excluding treasury shares) of the combined entity, while Golden Ocean shareholders will own approximately 30% (or 33% excluding treasury shares).
• The merger agreement received unanimous approval from CMB.TECH's Supervisory Board and Golden Ocean's Board of Directors and its special transaction committee.
• The consummation of 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 new shares.
• Golden Ocean will delist from Nasdaq and Euronext Oslo Bors, while CMB.TECH will remain listed on NYSE and Euronext Brussels and pursue a secondary listing on Euronext Oslo Bors.
• CMB.TECH will prepare and publish an EU prospectus exempted document for the admission to trading of the merger consideration shares on Euronext Brussels and Euronext Oslo Bors.
• The parties aim to complete the merger in the third quarter of 2025.

Sentiment

Score: 7

Explanation: The announcement of a definitive merger agreement, unanimously approved by both boards, is generally a positive development indicating strategic growth and consolidation. While subject to conditions, the clear path forward suggests a favorable outlook, though integration risks are inherent in any merger.

Positives

• The merger agreement received unanimous approval from both CMB.TECH's Supervisory Board and Golden Ocean's Board of Directors, including its special transaction committee, indicating strong internal support.
• The transaction is a strategic move to combine CMB.TECH's maritime technology focus with Golden Ocean's dry bulk shipping operations, potentially creating a more integrated and diversified entity.
• CMB.TECH will maintain its listings on NYSE and Euronext Brussels and plans to pursue a secondary listing on Euronext Oslo Bors, enhancing market presence and liquidity.

Risks

• The consummation of the merger is subject to customary conditions, including obtaining necessary regulatory approvals, which may not be granted or could be subject to burdensome conditions.
• Golden Ocean shareholder approval is a required condition for the merger to proceed, and there is a risk that this approval may not be secured.
• The effectiveness of a registration statement on Form F-4 to be filed by CMB.TECH NV with the U.S. Securities and Exchange Commission is a condition, and its effectiveness is not guaranteed.
• Approval for the listing of the Merger Consideration Shares on the New York Stock Exchange is required, and there is a risk that this approval may not be obtained.
• The Exchange Ratio is subject to customary adjustments for events that may take place prior to completion of the Merger, which could alter the final share issuance and ownership percentages.

Future Outlook

The parties aim to complete the merger in the third quarter of 2025, subject to the fulfillment of customary closing conditions, including regulatory and shareholder approvals, and listing on the NYSE. CMB.TECH plans to pursue a secondary listing on Euronext Oslo Bors post-merger.

Management Comments

• "The Merger Agreement has been unanimously approved by CMB.TECH's Supervisory Board and by Golden Ocean's Board of Directors and its special transaction committee composed solely of disinterested directors of Golden Ocean's Board of Directors."

Industry Context

This merger combines CMB.TECH NV, a company focused on maritime technology and decarbonization solutions, with Golden Ocean Group Limited, a major dry bulk shipping company. This strategic move suggests a consolidation trend or a diversification effort within the broader maritime industry, potentially leveraging CMB.TECH's technological advancements and Golden Ocean's established shipping operations to create a more integrated and sustainable maritime entity. It reflects a potential industry shift towards greener shipping solutions and operational efficiencies through technology.

Stakeholder Impact

• Shareholders (CMB.TECH NV): Will experience dilution from the issuance of new shares but will gain ownership in a larger, potentially more diversified entity. Their ownership percentage will decrease from current levels to approximately 70% (or 67% excluding treasury shares) of the combined company.
• Shareholders (Golden Ocean): Will exchange their shares for CMB.TECH NV Ordinary Shares, becoming shareholders of the combined entity and owning approximately 30% (or 33% excluding treasury shares) of the total issued share capital.
• Employees: Potential for integration challenges or synergies, but no specific details regarding employee impact are mentioned in the document.
• Customers/Suppliers: Potential for expanded service offerings or changes in supply chain dynamics due to the combined operations, but no specific details are provided.
• Creditors: No direct impact on creditors is mentioned, but the combined entity's financial strength and structure could indirectly affect creditworthiness.

Next Steps

• Obtain regulatory approvals for the merger.
• Secure Golden Ocean shareholder approval.
• Ensure effectiveness of the registration statement on Form F-4 to be filed by CMB.TECH NV with the U.S. SEC.
• Obtain approval for the listing of the Merger Consideration Shares on the New York Stock Exchange.
• Golden Ocean to delist from the Nasdaq Global Select Market and Euronext Oslo Bors upon completion of the Merger.
• CMB.TECH NV to pursue a secondary listing on Euronext Oslo Bors subject to completion of the Merger.
• CMB.TECH NV to prepare and publish an EU prospectus exempted document for admission to trading of Merger Consideration Shares on Euronext Brussels and Euronext Oslo Bors.
• Complete the merger in the third quarter of 2025.

Key Dates

Keywords

CMB.TECH NV, Golden Ocean Group Limited, Merger Agreement, SEC Filing, Schedule 13D, Stock-for-stock merger, Maritime Technology, Shipping, Corporate Acquisition, Share Exchange, NYSE Listing, Nasdaq Delisting, Euronext Brussels, Euronext Oslo Bors