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

Golden Ocean Group Limited and CMB.TECH NV have entered into a definitive stock-for-stock merger agreement, with Golden Ocean shareholders set to receive 0.95 CMB.TECH ordinary shares for each Golden Ocean share.

Summary

• CMB.TECH NV, CMB.TECH Bermuda Ltd., and Golden Ocean Group Limited have signed a definitive agreement and plan of merger.
• Golden Ocean Group Limited will merge with and into CMB.TECH Bermuda Ltd., with CMB.TECH Bermuda Ltd. as the surviving company.
• Each issued and outstanding common share of Golden Ocean (excluding those owned by CMB.TECH, CMB.TECH Bermuda Ltd., Golden Ocean, or their subsidiaries) will be converted into the right to receive 0.95 ordinary shares of CMB.TECH NV.
• Upon completion of the merger, CMB.TECH NV is expected to issue approximately 95,952,934 new ordinary shares, assuming the exchange ratio is not adjusted.
• Post-merger, current CMB.TECH shareholders are projected to own approximately 70% (or 67% excluding treasury shares) of the total issued share capital of CMB.TECH, while former Golden Ocean shareholders will own approximately 30% (or 33% excluding treasury shares).
• The merger agreement has been unanimously approved by CMB.TECH's supervisory board, Golden Ocean's board of directors, and its special transaction committee.
• Completion of the merger is subject to customary closing conditions, including approval by Golden Ocean's shareholders, SEC declaration of effectiveness for a Form F-4 Registration Statement, NYSE listing approval for CMB.TECH ordinary shares, and certain antitrust approvals.
• The Reporting Persons (CMB.TECH Bermuda Ltd., CMB.TECH NV, Compagnie Maritime Belge NV, Saverco NV, Alexander Saverys, Ludovic Saverys, and Michael Saverys) collectively beneficially own 98,400,204 Golden Ocean shares, representing approximately 49.4% of the Issuer's outstanding shares as of March 20, 2025.

Sentiment

Score: 8

Explanation: The sentiment is positive as a definitive merger agreement has been reached and unanimously approved by both boards, indicating strong commitment to the transaction. While subject to conditions, the announcement provides clarity and a path forward for the companies.

Positives

• A definitive merger agreement has been reached, providing clarity and a clear path forward for the transaction.
• The merger agreement received unanimous approval from CMB.TECH's supervisory board and Golden Ocean's board of directors and its special transaction committee, indicating strong internal support.
• The stock-for-stock nature of the merger allows Golden Ocean shareholders to maintain an equity interest and participate in the future performance of the combined entity.

Negatives

• The merger is subject to several closing conditions, including shareholder and regulatory approvals, which introduce execution risk and uncertainty regarding the timeline.
• The exchange ratio of 0.95 CMB.TECH shares for each Golden Ocean share is subject to customary adjustments, which could potentially alter the final consideration received by shareholders.

Risks

• Failure to obtain the necessary approval from Golden Ocean's shareholders at the special meeting convened for the merger vote.
• Inability to secure the declaration of effectiveness by the SEC of the Registration Statement on Form F-4, which includes the prospectus for the CMB.TECH ordinary shares.
• Failure to obtain approval for the listing of CMB.TECH ordinary shares on the New York Stock Exchange.
• Inability to obtain required antitrust approvals and other specified regulatory approvals.
• The possibility that Golden Ocean's Board of Directors or Transaction Committee could make an adverse recommendation, which would release CMBT Subsidiary from its obligation to vote its shares in favor of the merger.
• The Exchange Ratio is subject to customary adjustments, which could impact the final value of the merger consideration.

Future Outlook

The completion of the merger is anticipated, subject to the satisfaction of customary closing conditions, including shareholder and regulatory approvals, and the listing of CMB.TECH shares on the NYSE. The transaction is expected to result in a new ownership structure for the combined entity, with current CMB.TECH shareholders holding approximately 70% and former Golden Ocean shareholders holding approximately 30%.

Management Comments

• "The Merger Agreement has been unanimously approved by CMBT's supervisory board and by the Issuer's board of directors (the 'Issuer Board of Directors') and its special transaction committee composed solely of disinterested directors of the Issuer Board of Directors (the 'Transaction Committee')."

Industry Context

This merger represents a significant consolidation within the maritime shipping sector, specifically impacting the dry bulk segment where Golden Ocean operates. The combination of Golden Ocean with CMB.TECH, a diversified shipping and cleantech group, could lead to a larger, more integrated entity with potential for operational synergies and a broader market presence, aligning with trends towards scale and diversification in the global shipping industry.

Stakeholder Impact

• Shareholders (Golden Ocean): Will exchange their shares for CMB.TECH shares, becoming shareholders in the combined entity and participating in its future performance.
• Shareholders (CMB.TECH): Will see their ownership diluted by the issuance of new shares but will gain exposure to Golden Ocean's assets and operations.
• Employees: Potential for integration and restructuring, though not explicitly detailed in the document.
• Customers/Suppliers: Potential for changes in operational scale and service offerings from the combined entity.

Next Steps

• Golden Ocean Group Limited to convene a special shareholder meeting for approval of the Merger and related matters.
• SEC declaration of effectiveness for a Registration Statement on Form F-4, including a prospectus for CMB.TECH ordinary shares.
• CMB.TECH ordinary shares to be approved for listing on the New York Stock Exchange.
• Obtain certain antitrust and other specified regulatory approvals.

Key Dates

Keywords

Golden Ocean Group Limited, CMB.TECH NV, Merger Agreement, Stock-for-stock merger, SEC filing, Schedule 13D, Shipping industry, Dry bulk shipping, Corporate acquisition, Share exchange, Beneficial ownership, Corporate governance, Regulatory approval