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

Golden Ocean Group Limited and CMB.TECH NV have signed a definitive merger agreement for a stock-for-stock transaction, 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 (GOGL) and CMB.TECH NV (CMBT) have entered into a definitive stock-for-stock merger agreement.
• Golden Ocean will merge into CMB.TECH Bermuda Ltd., a wholly-owned subsidiary of CMB.TECH, with CMB.TECH Bermuda as the surviving entity.
• 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 is expected to issue approximately 95,952,934 new ordinary shares as merger consideration.
• The combined entity will form one of the largest listed diversified maritime groups globally, operating a 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 both CMB.TECH's Supervisory Board and Golden Ocean's Board of Directors and its special transaction committee.
• Golden Ocean's Transaction Committee received a fairness opinion from DNB Carnegie, confirming the exchange ratio is fair to Golden Ocean shareholders.
• The merger is subject to customary closing conditions, including regulatory and Golden Ocean shareholder approvals, effectiveness of a Form F-4 registration statement, and NYSE listing approval for the new shares.
• 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.

Sentiment

Score: 8

Explanation: The announcement is highly positive, detailing a strategic merger that creates a significant player in the maritime industry. It highlights unanimous board approvals, a fairness opinion, and a clear path to completion, indicating strong confidence and strategic alignment. The only minor detraction is the standard list of closing conditions, which are typical for such transactions.

Positives

• The merger will create one of the largest listed diversified maritime groups globally, with a combined fleet of approximately 250 vessels, suggesting significant scale and market presence.
• The merger agreement has been unanimously approved by both CMB.TECH's Supervisory Board and Golden Ocean's Board of Directors and its special transaction committee, indicating strong internal alignment and confidence.
• Golden Ocean's Transaction Committee received a fairness opinion from its financial advisor DNB Carnegie, concluding that the Exchange Ratio of 0.95 CMB.TECH shares for each Golden Ocean share is fair to Golden Ocean's shareholders from a financial point of view.
• CMB.TECH's existing diversified fleet and its offerings in hydrogen and ammonia fuel position the combined entity for future growth in green shipping technologies and broader market segments.

Risks

• The consummation of the Merger remains subject to customary conditions, including regulatory approvals, 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), and obtaining approval for the listing of the Merger Consideration Shares on the New York Stock Exchange (NYSE). Failure to meet any of these conditions could prevent the merger from closing.
• Forward-looking statements in the press release are based upon various assumptions and are inherently subject to significant uncertainties and contingencies, meaning there is no assurance that the expected outcomes, beliefs, or projections will be achieved.

Future Outlook

The parties aim to complete the merger in the third quarter of 2025, assuming timely fulfillment of the relevant closing conditions. 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.

Management Comments

• Golden Ocean Group Limited and CMB.TECH NV are pleased to announce that they have signed an agreement and plan of merger.
• 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 signifies a trend towards consolidation and diversification within the maritime shipping industry. The creation of a large, diversified fleet across various vessel types (dry bulk, tankers, containers, offshore wind, workboats) and CMB.TECH's involvement in hydrogen and ammonia fuel solutions positions the combined entity to capitalize on both traditional shipping demands and the growing emphasis on decarbonization and green technologies in the maritime sector. This move could enhance operational efficiencies and market leverage in a competitive global shipping landscape.

Stakeholder Impact

• Shareholders (Golden Ocean): Will exchange their shares for CMB.TECH shares at a 0.95 ratio, becoming shareholders in a larger, more diversified maritime group. A fairness opinion supports the exchange ratio.
• Shareholders (CMB.TECH): Will see their company grow significantly in scale and diversification, with their ownership stake diluting to approximately 70% (or 67% excluding treasury shares) of the combined entity.

Next Steps

• CMB.TECH to file a registration statement on Form F-4 with the U.S. SEC.
• CMB.TECH and Golden Ocean to file other relevant documents with the SEC regarding the proposed Merger.
• Golden Ocean shareholders to approve the merger.
• Regulatory approvals to be obtained.
• Approval for the listing of the Merger Consideration Shares on the New York Stock Exchange (NYSE) to be obtained.
• CMB.TECH to prepare and publish an EU prospectus exempted document for admission to trading of Merger Consideration Shares on Euronext Brussels and Euronext Oslo Brs.
• Completion of the Merger in the third quarter of 2025.
• Golden Ocean to delist from Nasdaq Global Select Market and Euronext Oslo Brs upon completion.
• CMB.TECH to pursue a secondary listing on Euronext Oslo Brs upon completion.

Key Dates

Recommendation

Keywords

Merger, Acquisition, Shipping, Maritime, Dry Bulk, Tankers, Container Ships, Offshore Wind Vessels, Hydrogen Fuel, Ammonia Fuel, Golden Ocean Group, CMB.TECH, GOGL, CMBT, SEC Filing, Corporate Governance, Stock-for-Stock