425: Golden Ocean and CMB.TECH Announce Stock-for-Stock Merger to Create Maritime Giant

Golden Ocean and CMB.TECH have signed a term sheet for a stock-for-stock merger, aiming to create one of the world's largest diversified listed maritime groups.

Summary

• Golden Ocean Group Limited and CMB.TECH NV have announced a contemplated stock-for-stock merger.
• CMB.TECH will be the surviving entity, with an exchange ratio of 0.95 shares of CMB.TECH for each share of Golden Ocean, subject to adjustments.
• The transaction has been unanimously approved by Golden Ocean's Board of Directors and CMB.TECH's Supervisory Board.
• DNB Markets has provided a fairness opinion, concluding that the Exchange Ratio is fair to Golden Ocean's shareholders.
• Upon completion, CMB.TECH shareholders would own approximately 70% of the combined company (67% excluding treasury shares), and Golden Ocean shareholders would own approximately 30% (33% excluding treasury shares).
• The merger would create a maritime group with a combined fleet of over 250 vessels.
• The parties aim to enter into definitive transaction agreements in the second quarter of 2025 and complete the merger in the third quarter of 2025.
• The combined fleet value would reach more than $11 billion USD.

Sentiment

Score: 8

Explanation: The announcement is positive, highlighting the strategic benefits of the merger and the creation of a stronger, more diversified maritime group. The management comments are optimistic, and the fairness opinion supports the transaction.

Positives

• The merger creates a larger, more diversified maritime group with an extensive fleet.
• The combined company will have increased market capitalization, net asset value, and share liquidity.
• The merger allows for a broader service offering to customers and more opportunities for employees.
• The transaction is expected to create long-term added value for shareholders.
• The combined fleet would include 87 modern Capesize and Newcastlemax vessels, with a favorable long-term outlook.
• CMB.TECH's focus on decarbonization is generating meaningful long-term contracts.

Negatives

• The merger is subject to customary conditions, including regulatory and shareholder approvals, which may not be obtained.
• Definitive transaction agreements may not be entered into on the indicated terms or at all.
• Golden Ocean will delist from NASDAQ and Euronext Oslo Brs upon completion of the merger.

Risks

• The consummation of the Merger remains subject to customary conditions, including confirmatory due diligence, negotiation and execution of definitive transaction agreements, applicable board approvals, regulatory approvals, third-party consents, Golden Ocean shareholder approval, and effectiveness of a registration statement on Form F-4 to be filed by CMB.TECH with the U.S. Securities and Exchange Commission (SEC).
• The forward-looking statements are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, CMB.TECH and Golden Oceans management's examination of historical operating trends, data contained in company records and other data available from third parties.
• There can be no assurance that CMB.TECH or Golden Ocean will achieve or accomplish these expectations, beliefs or projections.

Future Outlook

The merger aims to create a leading diversified maritime group with a modern fleet and enhanced capabilities, focusing on decarbonization and long-term value creation.

Management Comments

• Peder Simonsen, CEO of Golden Ocean, stated that the merger provides a great opportunity to be part of a large diversified maritime group and create one of the largest and most modern dry bulk fleets.
• Carl Steen, Chairman of the Transaction Committee of Golden Ocean, believes the proposed merger is in the best interests of the company and its stakeholders.
• Alexander Saverys, CEO of CMB.TECH, commented that the merger would be a great step forward in building a leading diversified maritime group and provide the firepower to continue investing in the fleet and seize opportunities.

Industry Context

The merger reflects a trend towards consolidation in the maritime industry to create larger, more competitive entities with diversified fleets and enhanced financial strength. The focus on decarbonization aligns with increasing environmental regulations and market demand for sustainable shipping solutions.

Comparison to Industry Standards

• The combined fleet of over 250 vessels would position the merged entity among the largest globally, comparable to companies like Maersk or COSCO in terms of fleet size.
• The focus on decarbonization aligns with initiatives by companies like A.P. Moller Maersk and CMA CGM, which are investing heavily in alternative fuels and green technologies.
• The merger aims to achieve economies of scale and operational synergies similar to those pursued by other major shipping mergers in recent years.

Stakeholder Impact

• Shareholders of both companies are expected to benefit from the increased value and liquidity of the combined entity.
• Employees may have access to broader career opportunities within the larger organization.
• Customers can expect a wider range of services and solutions.
• Suppliers may benefit from increased business volume.
• Creditors may see reduced risk due to the stronger financial position of the combined company.

Next Steps

• Confirmatory due diligence.
• Negotiation and execution of definitive transaction agreements.
• Applicable board approvals.
• Regulatory approvals.
• Third-party consents.
• 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).
• Pursue a secondary listing on the Euronext Oslo Brs following and subject to completion of the Merger.

Key Dates

Keywords

merger, CMB.TECH, Golden Ocean, maritime, shipping, fleet, stock-for-stock, decarbonisation