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

CMB.TECH NV and Golden Ocean Group Limited have signed a definitive merger agreement for a stock-for-stock transaction, aiming to create one of the largest listed diversified maritime groups globally.

Summary

• CMB.TECH NV and Golden Ocean Group Limited have signed a definitive agreement and plan of merger (the Merger Agreement) for a stock-for-stock transaction.
• 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 Shares.
• The merger is expected to create one of the largest listed diversified maritime groups in the world with a combined fleet of approximately 250 vessels.
• 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 combined entity's total issued share capital.
• 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.
• The parties aim to complete the Merger in the third quarter of 2025.

Sentiment

Score: 8

Explanation: The announcement details a definitive merger agreement that has received unanimous board approval from both companies and a fairness opinion for the exchange ratio. It outlines the creation of a significantly larger and more diversified maritime group, which is generally viewed positively for market positioning and scale, despite the inherent risks of integration and regulatory approvals.

Positives

• The merger will create one of the largest listed diversified maritime groups globally, with a combined fleet of approximately 250 vessels, enhancing market position and scale.
• The transaction has 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 alignment.
• Golden Ocean's Transaction Committee received a fairness opinion from DNB Carnegie, confirming the exchange ratio of 0.95 CMB.TECH shares for each Golden Ocean share is fair to Golden Ocean shareholders from a financial perspective.
• The combined entity will benefit from CMB.TECH's diversified operations across crude oil tankers, dry bulk, container ships, chemical tankers, offshore wind vessels, and workboats, alongside its hydrogen and ammonia fuel offerings, complementing Golden Ocean's dry bulk focus.

Negatives

• Existing CMB.TECH shareholders will experience dilution due to the issuance of approximately 95,952,934 new ordinary shares as merger consideration.
• Golden Ocean will delist from the Nasdaq Global Select Market and Euronext Oslo Brs upon completion of the merger, which may affect liquidity and trading access for some Golden Ocean shareholders.
• The consummation of the merger is subject to several customary conditions, including regulatory and shareholder approvals, which introduce a degree of uncertainty regarding the transaction's completion.

Risks

• The consummation of the Merger remains subject to customary conditions, including obtaining necessary regulatory approvals.
• The Merger requires approval from Golden Ocean shareholders.
• 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 condition for the merger.
• Approval for the listing of the Merger Consideration Shares on the New York Stock Exchange (NYSE) is required.
• Forward-looking statements in the press release are based upon various assumptions that are inherently subject to significant uncertainties and contingencies, and there is no assurance that expectations, beliefs, or projections will be achieved.

Future Outlook

The parties aim to complete the Merger in the third quarter of 2025, contingent on the timely fulfillment of relevant closing conditions. Upon completion, Golden Ocean will delist from the Nasdaq Global Select Market and Euronext Oslo Brs. CMB.TECH will remain listed on the NYSE and Euronext Brussels and intends to pursue a secondary listing on Euronext Oslo Brs.

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."
• "The Transaction Committee has received a fairness opinion from its financial advisor DNB Carnegie, part of DNB Bank ASA, concluding that the Exchange Ratio is fair to Golden Ocean's shareholders from a financial point of view."

Industry Context

This merger represents a significant consolidation within the global maritime industry, creating one of the largest diversified shipping groups. By combining CMB.TECH's broad portfolio, which includes a focus on hydrogen and ammonia fuel solutions, with Golden Ocean's dry bulk expertise, the new entity is strategically positioned to capitalize on economies of scale, enhance market reach, and potentially lead in the decarbonization efforts within the shipping sector.

Comparison to Industry Standards

• The combined entity, with approximately 250 vessels, will become "one of the largest listed diversified maritime groups in the world," positioning it among the top global players in terms of fleet size and operational scope.
• The receipt of a fairness opinion from DNB Carnegie for the exchange ratio aligns with standard corporate governance practices for significant M&A transactions, providing an independent financial assessment for Golden Ocean shareholders.

Corporate Governance

Stakeholder Impact

• **Shareholders (Golden Ocean)**: Will exchange their shares for CMB.TECH shares, becoming shareholders in a larger, more diversified maritime group. Their investment will shift from a pure-play dry bulk company to a broader shipping conglomerate with exposure to various segments and green fuel initiatives.
• **Shareholders (CMB.TECH)**: Will experience dilution due to the issuance of new shares but will benefit from the creation of a significantly larger and more diversified company with increased market presence and potential for enhanced operational synergies.
• **Employees**: While not explicitly detailed, the merger will likely lead to integration efforts across both companies' operations, potentially impacting organizational structures and roles.
• **Customers**: May benefit from a broader range of services, increased capacity, and potentially more integrated solutions from a larger, more diversified maritime group.
• **Regulatory Bodies**: Will be actively involved in reviewing and approving the merger to ensure compliance with competition laws and securities regulations in relevant jurisdictions.

Next Steps

• CMB.TECH to file a registration statement on Form F-4 with the U.S. Securities and Exchange Commission (SEC).
• Golden Ocean shareholders to vote on and approve the Merger.
• Obtain necessary regulatory approvals for the Merger.
• Obtain approval for the listing of the Merger Consideration Shares on the New York Stock Exchange (NYSE).
• CMB.TECH to 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.
• Completion of the Merger, targeted for the third quarter of 2025.
• Golden Ocean to delist from the Nasdaq Global Select Market and Euronext Oslo Brs upon completion of the Merger.
• CMB.TECH to pursue a secondary listing on Euronext Oslo Brs subject to completion of the Merger.

Key Dates

Recommendation

Keywords

Maritime, Shipping, Merger, Acquisition, Dry Bulk, Tankers, Container Ships, Offshore Wind, Hydrogen Fuel, Ammonia Fuel, CMB.TECH, Golden Ocean, SEC Filing, Stock-for-stock, Fleet, NYSE, Nasdaq, Euronext