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

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

Summary

• Golden Ocean Group Limited and CMB.TECH NV have announced a proposed stock-for-stock merger.
• CMB.TECH will be the surviving entity, with an exchange ratio of 0.95 shares of CMB.TECH for each share of Golden Ocean, subject to adjustments.
• The transaction has been unanimously approved by Golden Ocean's Board of Directors and CMB.TECH's Supervisory Board.
• DNB Markets has provided a fairness opinion, concluding that the exchange ratio is fair to Golden Ocean's shareholders.
• Upon completion, CMB.TECH shareholders would own approximately 70% (or 67% excluding treasury shares) and Golden Ocean shareholders would own approximately 30% (or 33% excluding treasury shares) of the combined company.
• The merger would create a maritime group with a combined fleet of over 250 vessels.
• The parties aim to enter into definitive transaction agreements in the second quarter of 2025 and complete the merger in the third quarter of 2025.
• Golden Ocean would delist from NASDAQ and Euronext Oslo Brs, while CMB.TECH would remain listed on the New York Stock Exchange and Euronext Brussels and pursue a secondary listing on the Euronext Oslo Brs.

Sentiment

Score: 8

Explanation: The announcement is positive, highlighting the strategic benefits of the merger and the potential for long-term value creation. The management comments are optimistic, and the fairness opinion provides additional confidence.

Positives

• The merger creates a large, diversified maritime group with a significant fleet.
• The combined company will have increased market capitalization, net asset value, and share liquidity.
• The merger allows for a broader service offering to customers and more opportunities for employees.
• The transaction is expected to create long-term added value for shareholders.
• The combined company will have enhanced firepower to invest in its fleet and seize opportunities.
• The merger will create one of the largest and most modern dry bulk fleets in the world.

Negatives

• The merger is subject to customary conditions, including regulatory and shareholder approvals, and may not be completed.
• Definitive transaction agreements may not be entered into on the indicated terms or at all.
• Golden Ocean will delist from NASDAQ and Euronext Oslo Brs.

Risks

• The consummation of the Merger remains subject to 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 a registration statement on Form F-4 to be filed by CMB.TECH with the U.S. Securities and Exchange Commission (SEC).
• Shareholders should be informed that definitive transaction agreements may not be entered into on the indicated terms mentioned herein, or at all.
• The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, CMB.TECH and Golden Oceans management's examination of historical operating trends, data contained in company records and other data available from third parties.
• Although management believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond CMB.TECH or Golden Oceans control, there can be no assurance that CMB.TECH or Golden Ocean will achieve or accomplish these expectations, beliefs or projections.

Future Outlook

The merged company aims to be a leading diversified maritime group with a focus on decarbonization and long-term value creation for shareholders. CMB.TECH will pursue a secondary listing on the Euronext Oslo Brs following and subject to completion of the Merger.

Management Comments

• Peder Simonsen, CEO of Golden Ocean, stated that the merger provides a great opportunity to be part of a large diversified maritime group and creates one of the largest and most modern dry bulk fleets.
• Carl Steen, Chairman of the Transaction Committee of Golden Ocean, believes the proposed merger is in the best interests of the company and its stakeholders.
• Alexander Saverys, CEO of CMB.TECH, commented that the merger would be a great step forward in building a leading diversified maritime group and that the company's focus on decarbonization is generating meaningful long-term contracts.

Industry Context

The merger reflects a trend towards consolidation in the maritime industry, with companies seeking to achieve greater scale, diversification, and access to capital. The focus on decarbonization aligns with increasing regulatory pressure and investor interest in sustainable shipping practices.

Comparison to Industry Standards

• The combined fleet of over 250 vessels would position the merged entity among the largest shipping companies globally, comparable to companies like Maersk, MSC, and Cosco in terms of fleet size.
• The focus on decarbonization aligns with initiatives by companies like A.P. Moller Maersk and CMA CGM, which are investing heavily in alternative fuels and green technologies.
• The merger aims to create a diversified maritime group, similar to companies like Teekay Corporation, which operates across various shipping segments.

Stakeholder Impact

• Shareholders of both companies are expected to benefit from the increased scale, diversification, and liquidity of the combined entity.
• Employees may have access to broader career opportunities within the larger organization.
• Customers may benefit from a wider range of services and a more robust fleet.
• Suppliers and creditors may experience increased stability due to the financial strength of the combined company.

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 U.S. Securities and Exchange Commission (SEC).

Key Dates

Keywords

merger, CMB.TECH, Golden Ocean, maritime, shipping, fleet, stock-for-stock, dry bulk, vessels, NASDAQ, Euronext, decarbonisation