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HAMILTON, Bermuda - Golden Ocean Group Limited (NASDAQ: GOGL), a maritime company with a market capitalization of $1.43 billion and annual revenue of $864 million, and CMB.TECH NV (NYSE: CMBT) have announced a definitive agreement for a stock-for-stock merger, following a term sheet released on April 22, 2025. The merger will result in one of the world’s largest diversified maritime groups with a combined fleet of around 250 vessels.
Under the terms of the merger, each common share of Golden Ocean will be exchanged for 0.95 ordinary shares of CMB.TECH, subject to customary adjustments. This exchange ratio implies that, upon completion, CMB.TECH will issue approximately 95.95 million new ordinary shares. According to InvestingPro analysis, Golden Ocean currently trades at a P/E ratio of 12.7 and offers an attractive dividend yield of 8.24%, with the stock currently appearing undervalued based on InvestingPro’s Fair Value model. Post-merger, CMB.TECH shareholders will own about 70% of the combined entity, while Golden Ocean shareholders will hold around 30%, assuming no adjustment to the exchange ratio.
The merger has received unanimous approval from the supervisory board of CMB.TECH and the board of directors of Golden Ocean, including a special transaction committee of disinterested directors. A fairness opinion from financial advisor DNB Carnegie has confirmed the exchange ratio as fair from a financial standpoint.
Completion of the merger is contingent on several conditions, including regulatory approvals, Golden Ocean shareholder approval, the effectiveness of a registration statement on Form F-4 filed by CMB.TECH with the U.S. Securities and Exchange Commission (SEC), and the listing of the merger consideration shares on the New York Stock Exchange (NYSE).
Golden Ocean will delist from the Nasdaq Global Select Market and Euronext Oslo Børs, while CMB.TECH will remain listed on the NYSE and Euronext Brussels, with a planned secondary listing on Euronext Oslo Børs. The merger is expected to be completed in the third quarter of 2025.
Legal advisors for CMB.TECH include Seward & Kissel LLP, Argo Law BV, Advokatfirmaet BAHR AS, and Conyers Dill & Pearman Limited, while financial advisors include Crédit Agricole Corporate and Investment Bank, ING Belgium SA/NV, KBC Securities NV, and Société Générale. Golden Ocean’s legal advisors are Seward & Kissel LLP, Advokatfirmaet Schjødt AS, A&O Shearman LLP, and MJM Limited, with DNB Carnegie acting as a financial advisor.
This merger is based on a press release statement and is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act. For detailed merger analysis and comprehensive financial metrics, InvestingPro subscribers can access the full Pro Research Report, which includes in-depth valuation models, peer comparisons, and expert insights on both companies involved in this significant maritime industry consolidation.
In other recent news, Golden Ocean Group reported a net loss of $44.1 million for the first quarter of 2025, which fell short of analyst expectations. The company recorded a loss per share of $0.22, missing the projected $0.17 per share. This contrasts with a net income of $39.0 million and earnings per share of $0.20 in the previous quarter. The decline in performance was attributed to a weaker market environment, lower charter rates, and an intensive drydocking schedule, which resulted in $38.4 million in expenses. Adjusted EBITDA for the quarter was $12.7 million, a significant drop from $69.9 million in the fourth quarter of 2024. Despite these challenges, Golden Ocean announced a cash dividend of $0.05 per share for the first quarter. The company also provided future TCE rate estimates for the second quarter, indicating $19,000 per day for Newcastlemax/Capesize vessels and $11,100 per day for Kamsarmax/Panamax vessels. Additionally, Golden Ocean remains optimistic about medium-term prospects, citing limited fleet growth and infrastructure-led demand as potential positive factors.
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