CMB.TECH NV and Golden Ocean Group Limited have entered into a definitive agreement and plan of merger, according to the company's release.
Under the terms of the agreement, Golden Ocean will merge with and into CMB.TECH Bermuda Ltd., a wholly-owned subsidiary of CMB.TECH.
Each outstanding common share of Golden Ocean, excluding those already owned by CMB.TECH or Golden Ocean, will be exchanged for 0.95 newly issued ordinary shares of CMB.TECH, subject to customary adjustments.
Approximately 95,952,934 new ordinary shares of CMB.TECH are expected to be issued upon completion. The merged entity will have a combined fleet of approximately 250 vessels.
Post-merger, CMB.TECH shareholders will own approximately 70% (or 67% excluding treasury shares) of the combined company's total issued share capital, while Golden Ocean shareholders will own approximately 30% (or 33% excluding treasury shares), assuming no adjustments to the exchange ratio.
The merger has received unanimous approval from CMB.TECH's Supervisory Board and Golden Ocean's Board of Directors, including its special transaction committee composed solely of disinterested directors.
The committee obtained a fairness opinion from financial advisor DNB Carnegie, part of DNB Bank ASA, stating that the exchange ratio is fair to Golden Ocean's shareholders from a financial perspective.
Completion of the merger is subject to customary conditions, including regulatory approvals, approval by Golden Ocean shareholders, effectiveness of a registration statement on Form F-4 to be filed by CMB.TECH with the U.S. Securities and Exchange Commission, and approval for listing the new CMB.TECH shares on the New York Stock Exchange.
Upon completion, Golden Ocean will delist from the Nasdaq Global Select Market and Euronext Oslo Børs. CMB.TECH will remain listed on the NYSE and Euronext Brussels and plans to pursue a secondary listing on Euronext Oslo Børs.
An EU prospectus-exempted document will be prepared in connection with the admission of the new shares to trading on Euronext Brussels and Euronext Oslo Børs.
The parties aim to complete the merger in the third quarter of 2025, subject to timely fulfillment of the closing conditions.
CMB.TECH is a diversified maritime group headquartered in Antwerp, Belgium. The company owns and operates over 160 seagoing vessels, including crude oil tankers, dry bulk vessels, container ships, chemical tankers, offshore wind vessels, and workboats. Additionally, CMB.TECH offers hydrogen and ammonia fuel to customers, either through its own production or via third-party producers.
Golden Ocean is a Bermuda-incorporated shipping company specializing in the transportation of dry bulk cargoes. As of May 2025, its fleet consists of over 90 vessels with an aggregate capacity of approximately 13.7 million deadweight tonnes.