CMB.TECH and Golden Ocean to merge in stock deal

ANTWERP - CMB.TECH NV (NYSE: CMBT & Euronext Brussels: CMBT), a diversified maritime group, and Golden Ocean Group Limited (NASDAQ: GOGL & Euronext Oslo Børs: GOGL), a dry bulk shipping company, have agreed to a merger that will result in one of the world’s largest listed diversified maritime groups. The stock-for-stock merger, announced on Sunday, follows a term sheet released on April 22, 2025.

Under the merger agreement, Golden Ocean will merge into CMB.TECH Bermuda Ltd., a fully-owned subsidiary of CMB.TECH, with CMB.TECH Bermuda emerging as the surviving entity. Golden Ocean shareholders will receive 0.95 CMB.TECH ordinary shares for each common share of Golden Ocean they hold, subject to customary adjustments. Approximately 95,952,934 new ordinary shares will be issued by CMB.TECH as merger consideration. InvestingPro analysis reveals that CMB.TECH operates with a significant debt burden of $5.4 billion, which investors should consider when evaluating this merger. For detailed merger analysis and 10+ additional ProTips, subscribers can access the comprehensive Pro Research Report.

Following the completion of the merger, CMB.TECH shareholders will own about 70% of the combined entity, while Golden Ocean shareholders will own approximately 30%, assuming no adjustments to the exchange ratio. The combined fleet will consist of around 250 vessels.

The merger agreement has received unanimous approval from both CMB.TECH’s Supervisory Board and Golden Ocean’s Board of Directors, including its special transaction committee. DNB Carnegie, part of DNB Bank ASA, has provided a fairness opinion, affirming that the exchange ratio is financially fair to Golden Ocean’s shareholders.

Completion of the merger is dependent on regulatory approvals, Golden Ocean shareholder approval, 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), and the approval for listing the new shares on the New York Stock Exchange (NYSE). Golden Ocean will delist from Nasdaq and Euronext Oslo Børs, while CMB.TECH will remain listed on the NYSE and Euronext Brussels and seek a secondary listing on Euronext Oslo Børs.

The parties anticipate finalizing the merger in the third quarter of 2025, subject to the satisfaction of closing conditions. Legal and financial advisors are engaged by both companies to facilitate the merger process. With CMB.TECH’s overall financial health score rated as FAIR by InvestingPro, investors seeking deeper insights into this merger’s implications can access comprehensive analysis, including detailed financial metrics and expert projections, through the Pro Research Report available to subscribers.

This news is based on a press release statement and aims to provide a factual report on the merger agreement between CMB.TECH and Golden Ocean.

In other recent news, CMB.TECH NV has announced a significant development with a planned stock-for-stock merger with Golden Ocean Group Limited. The merger, anticipated to conclude in the third quarter of 2025, will see an exchange ratio of 0.95 CMB.TECH shares for each Golden Ocean share. Upon completion, CMB.TECH will remain listed on the New York Stock Exchange and Euronext Brussels, while Golden Ocean will delist from NASDAQ and Euronext Oslo Børs. This merger aims to create one of the world’s largest diversified maritime groups, with over 250 vessels, and is subject to various approvals and conditions.

In a related move, CMB.TECH has also acquired a substantial stake in Golden Ocean, amounting to approximately 40.8% of its total shares. This acquisition aligns with CMB.TECH’s goals of diversification and expansion into the dry bulk sector. Furthermore, the merger and acquisition reflect CMB.TECH’s strategic focus on growth and decarbonization opportunities, as emphasized by the company’s CEO, Alexander Saverys. Both companies’ boards have approved the merger agreement, which is deemed financially fair by DNB Markets. Investors will be watching closely as these developments unfold, with further information to be provided during upcoming Capital Markets Days.

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