425: Golden Ocean Shareholders to Vote on Merger with CMB.TECH Subsidiary

Golden Ocean Group Limited has announced a Special General Meeting on August 19, 2025, for shareholders to vote on its merger with CMB.TECH Bermuda Ltd., a wholly-owned subsidiary of CMB.TECH NV, where Golden Ocean shareholders will receive 0.95 CMB.TECH ordinary shares per Golden Ocean common share.

Summary

• Golden Ocean Group Limited (GOGL) will hold a Special General Meeting on August 19, 2025, to seek shareholder approval for its merger with CMB.TECH Bermuda Ltd. (Merger Sub), a wholly-owned subsidiary of CMB.TECH NV (CMB.TECH).
• Upon completion of the merger, each Golden Ocean common share will be converted into the right to receive 0.95 CMB.TECH ordinary shares, subject to adjustment.
• The Golden Ocean board of directors, acting on the unanimous recommendation of a special transaction committee, has determined the merger consideration of $14.49 per Golden Ocean common share to be fair value and recommends shareholders vote FOR the merger.
• Immediately 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 outstanding CMB.TECH ordinary shares (excluding treasury shares).
• The merger also requires approval of an amendment to Golden Ocean's bye-laws to clarify that a simple majority vote is sufficient for a merger, and an adjournment proposal if needed for proxy solicitation.
• CMB.TECH, through Merger Sub, already owns approximately 49.4% of Golden Ocean's outstanding common shares and has agreed to vote these shares in favor of the proposals.
• The combined company will be headquartered in Antwerp, Belgium, and will operate a diversified fleet of 248 vessels with an average age of approximately seven years and an aggregate carrying capacity of approximately 30 million dwt.
• CMB.TECH will assume approximately $1.36 billion of Golden Ocean's existing indebtedness.
• The merger is intended to qualify as a tax-free reorganization under Section 368(a) of the U.S. Internal Revenue Code.

Sentiment

Score: 8

Explanation: The document presents a strategically sound merger with unanimous board support and a favorable fairness opinion. While risks are disclosed, the overall tone is positive, emphasizing diversification, decarbonization, and increased market presence for the combined entity.

Positives

• The merger creates a large, listed, and diversified maritime group, supported by an anchor family shareholder, designed for resilient performance across shipping cycles and to seize opportunities.
• The stock-for-stock transaction structure avoids burdening CMB.TECH's cash flow or increasing its debt.
• The free float of CMB.TECH will increase, which is expected to be beneficial for the liquidity of CMB.TECH ordinary shares.
• The Golden Ocean board of directors, based on the unanimous recommendation of a special transaction committee and a fairness opinion from DNB Carnegie, unanimously determined the merger is fair and in the best interests of Golden Ocean and its shareholders.
• The combined entity will pursue a strategy of fleet diversification, decarbonization (focusing on hydrogen and ammonia engines), and optimization (divesting older ships, investing in newbuildings and technical upgrades).

Negatives

• Golden Ocean common shares will no longer be publicly traded after the merger.
• The fixed exchange ratio of 0.95 CMB.TECH ordinary shares per Golden Ocean common share means the value of the merger consideration will fluctuate with CMB.TECH's market price, introducing uncertainty for Golden Ocean shareholders.
• Golden Ocean shareholders will have a reduced ownership and voting interest in the combined company, exercising less influence over management.
• The listing of CMB.TECH ordinary shares on Euronext Oslo may not be completed simultaneously with the closing or at all, potentially affecting liquidity for some Golden Ocean shareholders.
• The announcement and pendency of the merger could adversely affect business relationships with customers, suppliers, and employees for both companies.

Risks

• The market price of CMB.TECH ordinary shares may fluctuate, meaning the precise value of the merger consideration received by Golden Ocean shareholders is uncertain.
• The listing of CMB.TECH ordinary shares on Euronext Oslo may not be completed simultaneously with the closing or at all, potentially impacting Golden Ocean shareholders who trade on Euronext Oslo.
• The announcement and pendency of the merger could adversely affect CMB.TECH's and Golden Ocean's business relationships, performance, and financial condition.
• Failure to complete the merger would prevent anticipated benefits and leave both companies liable for significant transaction costs.
• Any delay in completing the merger may significantly reduce the expected benefits.
• The merger will place significant demands on CMB.TECH's managerial, operational, and financial personnel and systems.
• The unaudited pro forma condensed combined financial information is for illustrative purposes only and may not be indicative of future results.
• Resales of CMB.TECH ordinary shares following the merger may cause the market value of CMB.TECH ordinary shares to decline due to increased supply.
• If the merger does not qualify as a tax-free reorganization for U.S. federal income tax purposes, Golden Ocean shareholders could be subject to significant tax liabilities.
• CMB.TECH is organized under Belgian law, and a substantial portion of its assets and all its directors/executive officers will reside outside the U.S., potentially making it difficult for U.S. shareholders to enforce civil liability provisions of U.S. securities laws.
• CMB.TECH may issue additional ordinary shares or other equity securities in the future without shareholder approval, which could dilute ownership interests and depress the market price of CMB.TECH ordinary shares.
• The combined company may not be able to obtain financing for additional capital requirements on acceptable terms or at all.

Future Outlook

The combined company will continue CMB.TECH's strategy of being a reference platform for sustainable shipping, focusing on fleet diversification into various shipping segments to reduce dependence on crude oil, fleet decarbonization by offering low-emission ships and developing hydrogen/ammonia-powered engines, and fleet optimization through divesting older ships and investing in newbuildings or modern secondhand vessels. The merger is expected to be completed in the third quarter of 2025, subject to satisfaction or waiver of all conditions.

Management Comments

• The Golden Ocean board of directors, acting upon the unanimous recommendation of a special transaction committee, has determined that the Merger Consideration constitutes fair value for each Golden Ocean common share and that the merger is fair to and in the best interests of Golden Ocean and its shareholders.
• The Golden Ocean board of directors unanimously recommends that shareholders vote FOR the approval of the Bye-law Amendment, FOR the approval of the Merger Proposal, and FOR the approval of the proposal to approve adjournments of the Special General Meeting, if necessary.
• The CMB.TECH Supervisory Board unanimously approved the merger, citing that it will create a large, listed, and diversified maritime group, supported by an anchor family shareholder, with a post-Merger free float of approximately 38.4%.
• The CMB.TECH Supervisory Board believes the diversified structure is designed to ensure resilient performance across shipping cycles and the ability to seize meaningful opportunities.
• The CMB.TECH Supervisory Board noted that by structuring the merger as a stock-for-stock transaction, it can be concluded without burdening CMB.TECH's cash flow or increasing its debt, and that the free float of CMB.TECH will increase, which will be beneficial for the liquidity of the CMB.TECH ordinary shares.

Industry Context

The merger creates a significantly larger and more diversified maritime group, aligning with broader industry trends towards fleet diversification to mitigate cyclical risks and a strong emphasis on decarbonization through the development and adoption of low-carbon fuels like hydrogen and ammonia. This strategic move positions the combined entity to play a leading role in the green transition of the shipping industry, differentiating it from traditional players focused solely on specific segments or conventional fuels.

Comparison to Industry Standards

• DNB Carnegie's fairness opinion evaluated the exchange ratio using Net Asset Value (NAV) based on desktop broker valuations, indicating an implied exchange ratio reference range of 0.83 to 1.05 CMB.TECH shares for each Golden Ocean share, compared to the proposed 0.95x exchange ratio.
• Comparable companies analysis for Golden Ocean included 2020 Bulkers Ltd, Himalaya Shipping Ltd, Genco Shipping & Trading Limited, and Star Bulk Carriers Corporation, with Enterprise Value to Estimated 2026EBITDA multiples ranging from 4.0x to 6.4x and two-year forward EBITDA multiples from 4.4x to 5.5x.
• Comparable companies analysis for CMB.TECH included Mitsui O.S.K. Lines Ltd, Nippon Yusen KK, SFL Corporation Ltd, Kawasaki Kisen Kaisha, Ltd, and Navios Maritime Holdings, with Enterprise Value to Estimated 2026EBITDA multiples ranging from 7.0x to 8.4x and two-year forward EBITDA multiples from 7.3x to 8.8x.
• Precedent transactions analysis in the shipping industry, including M.T. Maritime Management/Pangea Logistics Solutions (Sep-24), Avance Gas/BW LPG (Aug-24), Eagle Bulk/Star Bulk (Dec-23), Kristian Gerhard Jebsen/TORM (Nov-23), Chemical Tankers Inc/Hafnia (Nov-21), and Diamond S International/Seaways (Mar-21), showed an average multiple of 1.0x net asset value, which DNB Carnegie applied to Golden Ocean's NAV.
• Discounted Cash Flow (DCF) analysis using DNB Carnegie's projections indicated an implied exchange ratio reference range of 0.78 to 1.02 CMB.TECH ordinary shares for each Golden Ocean common share, while using consensus EBITDA estimates, the range was 0.80 to 0.95 CMB.TECH ordinary shares for each Golden Ocean common share, both compared to the proposed 0.95x exchange ratio.

Management Changes

Corporate Governance

Legal Proceedings

• No material Action is pending or threatened against Golden Ocean, its Subsidiaries, or Company Vessels, or against Parent, its Subsidiaries, or Parent Vessels, as of the date of the agreement, except as disclosed.
• No unsatisfied judgment, penalty, or award against Golden Ocean, its Subsidiaries, or Company Vessels, or against Parent, its Subsidiaries, or Parent Vessels.
• Golden Ocean shareholders who do not vote in favor of the merger may exercise appraisal rights under the Bermuda Companies Act to have the fair value of their shares appraised by the Supreme Court of Bermuda. They MUST file their application within one month of the notice convening the Special General Meeting.
• The Bermuda Court can determine the fair value to be greater than, less than, or equal to the Merger Consideration. If greater, dissenting shareholders are entitled to receive the difference in cash within one month of final determination.

Related Party Transactions

• Two directors currently serving on the Golden Ocean board of directors (Patrick De Brabandere and Patrick Molis) are also members of CMB.TECH's Supervisory Board. These directors are not members of the Golden Ocean Transaction Committee.
• CMB.TECH, indirectly through Merger Sub, owns approximately 49.4% of the issued and outstanding Golden Ocean common shares (excluding treasury shares) and has agreed to vote these shares in favor of the merger proposals.
• The merger consideration of $14.49 per Golden Ocean common share is the same price CMB.TECH paid to acquire all of Hemen Holding Limited's (Golden Ocean's former largest shareholder) shares on March 4, 2025.

Stakeholder Impact

• Shareholders of Golden Ocean will have their common shares converted into CMB.TECH ordinary shares, resulting in a change of ownership and voting rights, and will no longer hold shares in a publicly traded Golden Ocean.
• Golden Ocean shareholders will have a reduced ownership stake (approximately 33.1%) and less influence in the combined company compared to their current influence in Golden Ocean.
• Dissenting Golden Ocean shareholders have appraisal rights to seek fair value for their shares from the Bermuda Court.
• Employees of both companies may face uncertainties regarding retention and potential changes in plans due to the merger.
• Customers and suppliers of both companies could experience disruptions or delays in contracts and relationships due to the announcement and pendency of the merger.
• Creditors of Golden Ocean will see their indebtedness assumed by CMB.TECH, with potential refinancing arrangements.

Next Steps

• Golden Ocean shareholders to vote on the Bye-law Amendment and Merger Proposal at the Special General Meeting on August 19, 2025.
• Completion of the merger is expected shortly following the Special General Meeting, anticipated in the third quarter of 2025.
• CMB.TECH will pursue a secondary listing of its ordinary shares on Euronext Oslo as soon as possible after completion of the merger.
• Golden Ocean common shares will be delisted from Nasdaq and Euronext Oslo and deregistered from the SEC following the merger.

Key Dates

Recommendation

Keywords

Merger, Drybulk Shipping, Tanker Shipping, CMB.TECH, Golden Ocean, SEC Filing, Shareholder Meeting, Corporate Governance, Shipping Industry, Decarbonization, Fleet Diversification, Stock-for-Stock Merger, Appraisal Rights, SEC Filings, NASDAQ, NYSE, Euronext Oslo, Euronext Brussels