Golden Ocean Group Limited and CMB.TECH NV have signed a term sheet for a proposed stock-for-stock merger, with CMB.TECH as the surviving entity, according to the company's release.
The exchange ratio is set at 0.95 shares of CMB.TECH for each share of Golden Ocean, subject to customary adjustments.
The term sheet received unanimous approval from Golden Ocean’s Board of Directors, including its special transaction committee of disinterested directors, and CMB.TECH’s Supervisory Board.
The transaction committee obtained a fairness opinion from DNB Markets, part of DNB Bank ASA, stating that the exchange ratio is fair to Golden Ocean’s shareholders from a financial perspective.
The merger structure involves Golden Ocean merging into CMB.TECH Bermuda Ltd., a wholly-owned subsidiary of CMB.TECH. Golden Ocean shares not owned by CMB.TECH will be cancelled and exchanged for newly issued CMB.TECH shares at the 0.95 exchange ratio.
Upon completion, 95,952,934 new CMB.TECH shares will be issued, with CMB.TECH shareholders owning approximately 70% of the combined company’s issued share capital (67% excluding treasury shares) and Golden Ocean shareholders owning 30% (33% excluding treasury shares), assuming no adjustments to the exchange ratio.
The combined entity will operate a fleet of over 250 vessels, forming one of the largest diversified listed maritime groups.
The merger is subject to conditions including due diligence, definitive transaction agreements, board approvals, regulatory approvals, third-party consents, Golden Ocean shareholder approval, and the effectiveness of a Form F-4 registration statement to be filed by CMB.TECH with the U.S. Securities and Exchange Commission.
Post-merger, Golden Ocean will delist from NASDAQ and Euronext Oslo Børs, while CMB.TECH will remain listed on the New York Stock Exchange and Euronext Brussels, pursuing a secondary listing on Euronext Oslo Børs.
The parties aim to finalize transaction agreements in Q2 2025 and complete the merger in Q3 2025.
Peder Simonsen, CEO of Golden Ocean, stated: “The proposed merger with CMB.TECH gives Golden Ocean a great opportunity to be part of a large diversified maritime group. Our fleet and CMB.TECH’s dry bulk vessels are very complementary and would create one of the largest and most modern dry bulk fleets in the world, including 87 modern Capesize and Newcastlemax vessels, with a favorable long-term outlook.”
Carl Steen, Chairman of the Transaction Committee of Golden Ocean, commented: “The disinterested directors of Golden Ocean have analysed the values of both companies in a possible stock-for-stock merger. We have concluded unanimously that the proposed exchange ratio based on a net asset value of CMB.TECH of 15.23 USD per share and a value of 14.49 USD per Golden Ocean share is fair, and believe this proposed merger is in the best interests of the company and its stakeholders.”
Alexander Saverys, CEO of CMB.TECH, said: “By merging CMB.TECH and Golden Ocean, we would take another great step forward in building our leading diversified maritime group. Our fleet would grow to more than 250 modern vessels spread over five shipping divisions. The value of our fleet would reach more than 11 billion USD.”
Golden Ocean Group Limited is a Bermuda-incorporated shipping company focused on the transportation of dry bulk cargoes. As of February 2025, its fleet comprised 91 vessels with a total capacity of approximately 13.7 million deadweight tonnes.
CMB.TECH NV is a diversified maritime group headquartered in Antwerp, Belgium, with operations across Europe, Asia, the United States, and Africa. It owns and operates over 150 seagoing vessels, including crude oil tankers, dry bulk vessels, container ships, chemical tankers, offshore wind vessels, and workboats.