CMB.TECH and Golden Ocean Agree Stock-for-Stock Merger Terms
CMB.TECH and Golden Ocean Group have signed a term sheet for a contemplated stock-for-stock merger, with CMB.TECH as the surviving entity, based on an exchange ratio of 0.95 shares of CBM.TECH for each share of Golden Ocean.
The Term Sheet has been unanimously approved by CMB.TECH’s Supervisory Board and by Golden Ocean’s Board of Directors, including its special transaction committee composed of disinterested directors.
The transaction would be structured as a merger with Golden Ocean merging with and into CMB.TECH Bermuda Ltd., a wholly-owned subsidiary of CMB.TECH.
The merger is expected to be completed in the third quarter of 2025.
It will create one of the largest diversified listed maritime groups in the world with a combined fleet of more than 250 vessels.
Peder Simonsen, CEO of Golden Ocean, said the merger 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.
Upon completion of the merger, 95,952,934 new shares of CMB.TECH would be issued, whereby CMB.TECH shareholders would own approximately 70% of the total issued share capital of the combined company and Golden Ocean shareholders would own approximately 30%.
Alexander Saverys, CEO of CMB.TECH, commented: "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 and, combined with our public listings and enhanced liquidity in our shares, we will have all the necessary firepower to continue to invest in our fleet and seize opportunities. Our focus on decarbonization is starting to generate meaningful long-term contracts, and the recent IMO decisions on limiting greenhouse gas emissions from shipping give us even more wind (and ammonia) in our sails. It’s full speed ahead to decarbonize today to navigate tomorrow!"
