Antwerp, May 28, 2025 (GLOBE NEWSWIRE) -- CMB.TECH NV AND GOLDEN OCEAN GROUP LIMITED ANNOUNCE AGREEMENT AND PLAN OF MERGER CMB.TECH NV (NYSE: CMBT & Euronext Brussels: CMBT) (“CMB.TECH”) and Golden Ocean Group Limited (NASDAQ: GOGL & Euronext Oslo Børs: GOGL) (“Golden Ocean”) are pleased to announce that they have signed an agreement and plan of merger (the “Merger Agreement”) for a stock-for-stock merger, as contemplated by the term sheet previously announced on 22 April 2025. The transaction is structured ...

Core Viewpoint - CMB.TECH NV has successfully held its General Meeting of Shareholders, where the annual accounts for the year ended December 31, 2024, were approved along with other resolutions proposed by the Supervisory Board [1] Group 1: Shareholder Meeting Outcomes - The General Meeting reappointed independent director Julie De Nul to the Supervisory Board [1] - The resignation of Mr. Patrick Molis as an independent member of the Supervisory Board was approved, and Compagnie Nationale de Navigation S.A.S., represented by Mr. Patrick Molis, was appointed as an independent member [1] Group 2: Company Overview - CMB.TECH is a diversified maritime group operating over 160 seagoing vessels, including crude oil tankers, dry bulk vessels, container ships, chemical tankers, offshore wind vessels, tugboats, and ferries [2] - The company also provides hydrogen and ammonia fuel to customers through its own production or third-party producers [2] - CMB.TECH is headquartered in Antwerp, Belgium, with offices across Europe, Asia, and Africa, and is listed on Euronext Brussels and the NYSE under the ticker symbol CMBT [3]

Financial Data and Key Metrics Changes - The company reported a profit of approximately $40 million for Q1 2025, but excluding capital gains, the net income would have been a loss of $6 million [3] - Liquidity at the end of March was $345 million, with a contract backlog nearing $3 billion, having added roughly $1 billion in the first quarter [4] - Capital expenditures (CapEx) remained at $2.2 billion, with equity on total assets at 31.9% [4] Business Line Data and Key Metrics Changes - In the tanker segment, average earnings were $40,000 per day in Q1, increasing to approximately $43,000 per day in Q2 [7] - The bulkers experienced weaker performance in Q1, with Newcastlemaxes earning $18,000 per day, but improving to $24,000 in Q2 [8] - Chemical tankers are primarily under long-term contracts, with earnings on the spot market around $20,000 per day [28] Market Data and Key Metrics Changes - The tanker market is expected to remain positive due to a flat growth forecast in ton miles for crude oil and a historically low order book [22] - The dry bulk market is anticipated to improve in the second half of the year, with positive trends in iron ore trade from Brazil [36] - The container market is cautious due to tariffs and geopolitical issues, with a high order book of around 30% [27] Company Strategy and Development Direction - The proposed merger with Golden Ocean aims to create a leading diversified maritime group, increasing the fleet to 250 vessels and enhancing the contract backlog [10] - The company is focusing on diversification and decarbonization, with significant contracts signed for ammonia-powered vessels [5] - The strategy includes a strong emphasis on decarbonization, aligning with regulatory changes such as MEPC 83 [14] Management Comments on Operating Environment and Future Outlook - Management expressed optimism about the tanker and dry bulk markets despite current challenges, citing an aging fleet and low order book as positive indicators [30][24] - The company is confident that the merger with Golden Ocean will enhance financial stability and support ongoing investments in hydrogen and ammonia projects [82] - Management highlighted the importance of modern, efficient vessels to outperform competitors in a commoditized market [90] Other Important Information - The company decided not to declare a dividend for Q1 2025, focusing on growth and investment opportunities [6] - The fleet currently consists of 113 vessels, with plans to grow to approximately 150 vessels by the end of 2026 [6] Q&A Session Summary Question: Can you discuss the ammonia solution and the status of your ammonia-powered ships? - Management highlighted the positive outlook for ammonia as a fuel choice, with ongoing discussions for retrofitting existing vessels and new builds [52][54] Question: Is the pro forma free cash flow including debt repayments? - Yes, it includes debt repayments and indicates a strong cash flow generation even in bearish scenarios [57][58] Question: What are the plans to improve revenue in the dry bulk sector? - The company is focusing on building modern vessels and leveraging the scale from the Golden Ocean merger to enhance revenue opportunities [91][92] Question: Why was no dividend declared despite industry peers paying dividends? - The company has a discretionary dividend policy, prioritizing growth and investment opportunities over immediate dividend payouts [95][96]

Financial Data and Key Metrics Changes - For Q1 2025, the company reported a profit of approximately $40 million, but excluding capital gains, the net income would have been a loss of $6 million [3] - The liquidity position stood at $345 million, with a contract backlog of nearly $3 billion, having added approximately $1 billion in the first quarter [4] - Capital expenditures (CapEx) remained at $2.2 billion, and equity on total assets was 31.9% at the end of the quarter [4] Business Line Data and Key Metrics Changes - In the tanker segment, average earnings were $40,000 per day in Q1, with an increase to approximately $43,000 per day in Q2 to date [7] - The bulkers experienced weaker performance in Q1, with Newcastlemax vessels earning $18,000 per day, which improved to $24,000 in Q2 [7] - The container and chemical tankers are primarily on long-term contracts, which are fixed at favorable rates, with an uptick in earnings for CTVs in the offshore wind markets [7] Market Data and Key Metrics Changes - The tanker market is expected to remain positive due to a flat growth forecast for crude oil ton miles and a historically low order book [22] - The dry bulk market is anticipated to improve, particularly for Capesizes, as ton mile demand is expected to increase [24] - The container market is cautious due to high order books and recent tariff changes, with 8% of TEU miles affected by tariffs [26] Company Strategy and Development Direction - The company is focused on diversification and decarbonization, highlighted by the acquisition of ammonia-powered vessels and long-term contracts with major clients [5] - The proposed merger with Golden Ocean aims to create a leading diversified maritime group, expanding the fleet to 250 vessels and enhancing the contract backlog [10] - The company is committed to decarbonization, aligning with regulations such as MEPC 83, which emphasizes fuel intensity and the use of low-carbon fuels [14][15] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the tanker market due to an aging fleet and low order book, despite a slight decrease in oil demand growth expectations [30] - The dry bulk market is expected to strengthen in the second half of the year, with positive indicators for iron ore trade and a low order book [40] - The company believes that the merger with Golden Ocean will enhance its financial position and support ongoing investments in hydrogen and ammonia infrastructure projects [83] Other Important Information - The company decided not to declare a dividend for Q1 2025, focusing instead on growth and investment opportunities [6] - The fleet currently consists of 113 vessels, with plans to grow to approximately 150 vessels by the end of 2026 [6] Q&A Session Summary Question: Can you discuss your ammonia solution and the status of your ammonia-powered ships? - Management highlighted the positive outlook for ammonia as a fuel choice, with ongoing discussions about retrofitting existing vessels and the delivery of new ammonia-powered ships expected soon [54][55] Question: Is the pro forma free cash flow including debt repayments? - Yes, it includes debt repayments, and even in a bearish scenario, the company expects to generate excess cash flow to cover CapEx commitments [58][59] Question: What are the plans to improve revenue in the dry bulk sector? - Management emphasized the importance of building efficient vessels and leveraging the merger with Golden Ocean to enhance revenue opportunities in the dry bulk market [92][93] Question: Will the merger with Golden Ocean affect funding for hydrogen and ammonia projects? - Management clarified that the merger will enhance the company's balance sheet and liquidity, facilitating continued investments in hydrogen and ammonia infrastructure [83]

Earnings release Q1 2025 May 21st 2025 – Alexander Saverys & Ludovic Saverys Matters discussed in this presentation may constitute forward-looking statements under U.S. federal securities laws, including the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect the Company's current views with respect to future events and financial performance and may include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions an ...

Financial Highlights - CMB.TECH reported a net gain of USD 40.4 million or USD 0.21 per share for Q1 2025, a significant decrease from USD 495.2 million or USD 2.46 per share in Q1 2024 [3][6] - EBITDA for Q1 2025 was USD 158.4 million, down from USD 550.5 million in Q1 2024 [3][9] - Revenue for Q1 2025 was USD 235.0 million, slightly down from USD 240.4 million in Q1 2024 [5][61] Corporate Highlights - CMB.TECH acquired Hemen's stake in Golden Ocean, representing approximately 40.8% of Golden Ocean's outstanding shares, for USD 14.49 per share [4][11] - A term sheet for a stock-for-stock merger with Golden Ocean has been signed, which, if approved, would create a combined fleet of over 250 vessels [4][15] - The company added nearly USD 1 billion to its contract backlog, bringing the total to USD 2.94 billion [6][4] Fleet Highlights - CMB.TECH sold three older vessels as part of its fleet rejuvenation strategy, generating a total capital gain of approximately USD 96.7 million [6][23] - Five newbuilding vessels were delivered during the quarter, including the Newcastlemax Mineral Portugal and others [6][25] - CMB.TECH signed agreements for nine ammonia-powered vessels with MOL, marking a significant step towards low-carbon shipping [20][21]

Company Overview - CMB.TECH NV is a diversified maritime group operating over 160 seagoing vessels, including crude oil tankers, dry bulk vessels, container ships, chemical tankers, offshore wind vessels, tugboats, and ferries [3] - The company also provides hydrogen and ammonia fuel to customers through its own production or third-party producers [3] - CMB.TECH is headquartered in Antwerp, Belgium, with offices across Europe, Asia, and Africa, and is listed on Euronext Brussels and the NYSE under the ticker symbol CMBT [4] Upcoming Earnings Release - CMB.TECH will release its first quarter 2025 earnings on May 21, 2025, prior to market opening [1] - A conference call to discuss the quarterly results will be held at 8 a.m. EST / 2 p.m. CET, which will be available as a webcast with a slideshow presentation [1][2] - Details for attending the conference call, including registration and dial-in options, are provided on the company's "Investor Relations" page [2][3]

Core Insights - CMB.TECH NV is undergoing significant changes, including a stock-for-stock merger with Golden Ocean, with CMB.TECH as the surviving entity [2] - The company has sold three Very Large Crude Carriers (VLCCs) as part of its fleet rejuvenation, generating a total capital gain of 96.7 million USD [3] - CMB.TECH will align the announcement dates for its first and second quarter 2025 earnings due to the consolidation of Golden Ocean's financial results [4] Group 1: Business Update - CMB.TECH held two Capital Markets Days in Antwerp and Oslo to discuss the merger and future strategies [2] - The company operates a diverse fleet of over 150 vessels, including crude oil tankers and offshore wind vessels, and is involved in hydrogen and ammonia fuel production [5] Group 2: Financial Performance - The sale of three VLCCs includes vessels Iris (2012, 314,000 dwt), Hakata (2010, 302,550 dwt), and Hakone (2010, 302,624 dwt) [3] - The Q1 2025 earnings will be announced on 21 May 2025, and Q2 2025 earnings will be announced on 28 August 2025 [4]

Summary of CMB Tech and Golden Ocean Merger Presentation Industry and Companies Involved - **Industry**: Maritime and Shipping - **Companies**: CMB Tech and Golden Ocean Key Points and Arguments 1. **Merger Overview**: The merger between CMB Tech and Golden Ocean is a stock-for-stock transaction, with CMB Tech as the surviving entity. Post-merger, shareholders will own approximately 67.33% of the new company [3][2] 2. **Exchange Ratio**: The exchange ratio is set at 0.95 CMB Tech shares for one Golden Ocean share, valuing CMB Tech at $15.23 per share and Golden Ocean at $14.49 per share [3][2] 3. **Headquarters and Listings**: CMB Tech is headquartered in Antwerp with global offices. It is listed on NYC and Euronext in Brussels, while Golden Ocean's listings will disappear post-merger, with plans for a relisting on Oslo Burs [4][5] 4. **CMB Tech's Fleet**: CMB Tech operates a fleet of approximately 160 ships across five divisions, including dry bulk, chemical tankers, containerships, crude oil tankers, and offshore wind [6][8] 5. **Financials**: CMB Tech reported a net profit of CHF 870 million and has a liquidity of GBP 350 million, with a contract backlog of GBP 3 billion and outstanding CapEx of GBP 2.2 billion [8][9] 6. **Golden Ocean's Fleet**: Golden Ocean is the largest listed owner of Capesize vessels, with a fleet of 91 ships, an average age of around eight years, and a leverage of 37% on loan facilities [10][11] 7. **Combined Fleet Post-Merger**: The combined fleet will exceed 250 vessels, with a projected net asset value (NAV) of $14.9 per share and a significant reduction in average fleet age to six years [13][14] 8. **Decarbonization Strategy**: The merged entity will focus on low-carbon solutions, including modern eco fleets and ships capable of being retrofitted for hydrogen and ammonia [15][21] 9. **Market Outlook**: The company is positive on the tanker and dry bulk markets, with expectations of structural undersupply in the tanker market and healthy demand from Asia, particularly China [33][36][47] 10. **Regulatory Support**: The strategy aligns with European regulations aimed at decarbonization, including the proposed greenhouse gas tax set to be implemented in 2028 [22][21] Additional Important Content 1. **Investment Strategy**: The company aims to diversify investments across segments, allowing for flexibility in capital allocation based on market conditions [16][17] 2. **Fleet Modernization**: There is a focus on rejuvenating the fleet by potentially selling older vessels and investing in modern tonnage [60][61] 3. **Long-term Contracts**: The company emphasizes the importance of long-term contracts to stabilize cash flows and reduce risk [71][72] 4. **Bauxite Trade Growth**: The bauxite trade is expected to grow significantly, contributing to increased shipping demand for Capesize vessels [51][52] 5. **Challenges in Chemical Tankers**: The company remains cautious about the chemical tanker market, with limited spot exposure [55][56] This summary encapsulates the critical aspects of the merger presentation, highlighting the strategic direction, financial metrics, and market outlook for the combined entity.

CMB.TECH & GOLDEN OCEAN PROPOSED MERGER Capital Markets Day – 29 April 2025 © 2025 – CMB.TECH 1 Cautionary Note Regarding Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934, as amended, Section 27A of the U.S. Securities Act of 1933, as amended, and the U.S. Private Securities Litigation Reform Act of 1995, which provides safe harbor protections for forward-looking statements. CMB.TECH NV ("CMB.TECH") ...