CMB.TECH NV announced an update on the planned stock-for-stock merger with Golden Ocean Group Limited. Under the merger terms, Golden Ocean will merge with and into CMB.TECH Bermuda Ltd., a wholly owned subsidiary of CMB.TECH, which will remain as the surviving company, according to the company's release.
Each outstanding common share of Golden Ocean, except 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 under the merger agreement dated 28 May 2025.
Based on the current exchange ratio, CMB.TECH would issue approximately 95,952,934 new ordinary shares. Golden Ocean has called a special general meeting for 19 August 2025 at Hamilton, Bermuda, for shareholders of record as of 16 July 2025 to vote on the merger agreement, the Bermuda merger agreement and related matters.
Subject to shareholder approval, regulatory approval for a secondary listing on Euronext Oslo Børs, and satisfaction of other closing conditions, including Golden Ocean refinancing, the parties intend to close the transaction as soon as possible after the meeting. The closing is currently expected on or around 20 August 2025.
On that date, trading in the new CMB.TECH shares is expected to begin on NYSE, Euronext Brussels and tentatively on Euronext Oslo Børs.
The last day of trading of Golden Ocean’s common shares on Nasdaq and Euronext Oslo Børs would be the day before closing. CMB.TECH noted that Golden Ocean has received demand letters seeking additional disclosure related to the registration statement on Form F-4 filed on 1 July 2025 and declared effective by the U.S. Securities and Exchange Commission on 16 July 2025.
Certain shareholders have also indicated their intention to exercise dissenters’ rights under Bermuda law, and related legal proceedings have been filed. CMB.TECH and Golden Ocean will review and address these matters.
CMB.TECH NV is a public limited liability company incorporated under Belgian law, with its registered office in Antwerp, Belgium. CMB.TECH’s shares are traded on Euronext Brussels and the New York Stock Exchange under the ticker symbol CMBT.
Golden Ocean Group Limited is a limited liability company incorporated in Bermuda.