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ANTWERP - CMB.TECH NV (NYSE: CMBT & Euronext Brussels: CMBT) and Golden Ocean Group Limited (NASDAQ: GOGL & Euronext Oslo Børs: GOGL) have announced their intention to merge, with CMB.TECH emerging as the surviving entity. The proposed merger, subject to customary conditions, would result in CMB.TECH issuing approximately 95.95 million new shares, leading to CMB.TECH shareholders owning about 70% of the combined company and Golden Ocean shareholders owning around 30%. CMB.TECH enters this merger with solid fundamentals, including a healthy EBITDA of $534 million and a notably low P/E ratio of 1.99x, as reported by InvestingPro.
The merger agreement, which was approved by both companies’ boards, involves an exchange ratio of 0.95 CMB.TECH shares for each Golden Ocean share. This ratio is based on a fairness opinion from DNB Markets, which deemed the terms financially fair to Golden Ocean’s shareholders.
Upon completion, the merger is set to create one of the world’s largest diversified maritime groups, with over 250 vessels. While CMB.TECH maintains a significant debt burden with a debt-to-equity ratio of 2.2x, its strong current ratio of 1.2 suggests adequate liquidity to manage its obligations. The merger remains contingent on due diligence, definitive agreements, regulatory approvals, shareholder approval, and 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).
Golden Ocean is expected to delist from NASDAQ and Euronext Oslo Børs, while CMB.TECH will remain on the New York Stock Exchange and Euronext Brussels. Additionally, CMB.TECH plans to pursue a secondary listing on Euronext Oslo Børs, following the merger’s completion.
The companies aim to finalize the transaction agreements in the second quarter of 2025, with the merger expected to conclude in the third quarter of the same year. However, there is no guarantee that the agreements will be entered into as planned.
The CEOs of both companies have expressed optimism about the merger. Alexander Saverys of CMB.TECH highlighted the growth and decarbonisation opportunities, while Peder Simonsen of Golden Ocean emphasized the benefits of being part of a larger, diversified maritime group.
To provide more information, CMB.TECH and Golden Ocean will host Capital Markets Days in Antwerp on April 24, 2025, and in Oslo on April 29, 2025. The events will include hybrid webcasts and presentations.
This news is based on a press release statement and does not constitute an endorsement of the merger or a recommendation to shareholders. For a comprehensive analysis of CMB.TECH’s financial health, valuation metrics, and over 30 key financial indicators, investors can access the detailed Pro Research Report available on InvestingPro.
In other recent news, CMB.TECH has acquired a significant stake in Golden Ocean Group Limited, purchasing 81,363,730 shares, which represents approximately 40.8% of Golden Ocean’s total shares and votes. This acquisition marks a strategic expansion for CMB.TECH into the dry bulk shipping sector, aligning with its diversification goals. The purchase price was set at 14.49 USD per share, and the deal does not trigger a mandatory takeover bid in any jurisdiction, including Bermuda, Norway, or the United States. CMB.TECH has expressed intentions to become a long-term shareholder, investing in Golden Ocean’s modern fleet to complement its existing maritime operations. CEO Alexander Saverys highlighted the opportunity to build on Golden Ocean’s established legacy and contribute to its growth and innovation. Additionally, CMB.TECH has arranged a financial strategy with a bank syndicate to potentially refinance Golden Ocean’s existing debt. Golden Ocean specializes in transporting dry bulk cargoes and operates a fleet of 91 vessels. This move is part of CMB.TECH’s broader strategy to enhance its presence in various maritime segments.
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