425: Golden Ocean and CMB.TECH Sign Definitive Merger Agreement to Create Global Maritime Giant

Golden Ocean Group Limited and CMB.TECH NV have signed a definitive stock-for-stock merger agreement, aiming to create one of the world's largest listed diversified maritime groups with a combined fleet of approximately 250 vessels.

Summary

• Golden Ocean Group Limited (NASDAQ: GOGL & Euronext Oslo Brs: GOGL) and CMB.TECH NV (NYSE: CMBT & Euronext Brussels: CMBT) have signed a definitive Merger Agreement for a stock-for-stock merger.
• Golden Ocean will merge with and into CMB.TECH Bermuda Ltd., a wholly-owned subsidiary of CMB.TECH, 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, subject to customary adjustments.
• Upon completion, CMB.TECH would issue approximately 95,952,934 new ordinary shares as merger consideration, assuming the Exchange Ratio is not adjusted.
• The merger is expected to create one of the largest listed diversified maritime groups globally, with a combined fleet of approximately 250 vessels.
• 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.
• The Merger Agreement has been unanimously approved by CMB.TECH's Supervisory Board and Golden Ocean's Board of Directors and its special transaction committee.
• Golden Ocean's financial advisor, DNB Carnegie, provided a fairness opinion concluding that the Exchange Ratio is fair to Golden Ocean's shareholders from a financial point of view.
• 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.
• Upon completion, Golden Ocean will delist from Nasdaq and Euronext Oslo Brs, while CMB.TECH will remain listed on NYSE and Euronext Brussels and pursue a secondary listing on Euronext Oslo Brs.
• The parties aim to complete the Merger in the third quarter of 2025, assuming timely fulfillment of closing conditions.

Sentiment

Score: 8

Explanation: The announcement of a definitive merger agreement, unanimously approved by both boards and supported by a fairness opinion, indicates strong progress towards a significant strategic consolidation, which is generally positive for the companies involved and their future market position.

Positives

• The merger will create one of the largest listed diversified maritime groups in the world, enhancing scale and market presence.
• The combined entity will boast a substantial fleet of approximately 250 vessels, offering broader operational capabilities.
• The Merger Agreement received unanimous approval from both CMB.TECH's Supervisory Board and Golden Ocean's Board of Directors and its special transaction committee, indicating strong internal alignment.
• A fairness opinion from DNB Carnegie supports the Exchange Ratio, providing assurance to Golden Ocean's shareholders regarding the financial terms of the transaction.

Risks

• Consummation of the Merger is subject to customary conditions, including obtaining necessary regulatory approvals.
• The Merger requires approval from Golden Ocean shareholders, which is a condition for closing.
• The effectiveness of a registration statement on Form F-4, to be filed by CMB.TECH with the U.S. Securities and Exchange Commission (SEC), is a prerequisite for the merger.
• Approval for the listing of the Merger Consideration Shares on the New York Stock Exchange (NYSE) must be obtained.
• Forward-looking statements are based upon assumptions that are inherently subject to significant uncertainties and contingencies, making it uncertain whether expectations, beliefs, or projections will be achieved.

Future Outlook

The parties aim to complete the Merger in the third quarter of 2025, subject to timely fulfillment of relevant closing conditions. The merger is expected to create one of the largest listed diversified maritime groups in the world.

Management Comments

• "Managements of CMB.TECH and Golden Ocean believe that these assumptions were reasonable when made..." (referring to assumptions underlying forward-looking statements).

Industry Context

This merger represents a significant consolidation within the global maritime industry, creating a larger, more diversified player. CMB.TECH's existing operations, including its focus on hydrogen and ammonia fuel, align with the broader industry trend towards decarbonization and sustainable shipping solutions, positioning the combined entity for future growth in environmentally conscious maritime transport.

Corporate Governance

Related Party Transactions

• The merger consideration excludes Golden Ocean shares already owned (directly or indirectly) by CMB.TECH or Golden Ocean, indicating a pre-existing relationship or ownership structure between the entities.

Stakeholder Impact

• Shareholders of Golden Ocean will become shareholders of CMB.TECH, participating in a larger, more diversified maritime group.
• Shareholders of CMB.TECH will retain majority ownership in the combined entity, benefiting from increased scale and market position.
• The creation of a larger, diversified maritime group may lead to enhanced service offerings and operational efficiencies for customers.
• While not explicitly detailed, the merger implies integration of operations, which could impact employees through potential restructuring or new opportunities within the combined entity.

Next Steps

• CMB.TECH to file a registration statement on Form F-4 with the U.S. Securities and Exchange Commission (SEC).
• Golden Ocean shareholder approval is required for the merger to proceed.
• Regulatory approvals must be obtained.
• Approval for the listing of the Merger Consideration Shares on the New York Stock Exchange (NYSE) is necessary.
• CMB.TECH will pursue a secondary listing on Euronext Oslo Brs subject to completion of the Merger.
• CMB.TECH will prepare and publish an EU prospectus exempted document in connection with the admission to trading of the Merger Consideration Shares on Euronext Brussels and Euronext Oslo Brs.
• The parties aim to complete the Merger in the third quarter of 2025.

Key Dates

Recommendation

Keywords

Golden Ocean Group, CMB.TECH, merger, shipping, dry bulk, maritime, stock-for-stock, GOGL, CMBT, fleet, vessel, corporate action, SEC filing