Core Viewpoint - CMB.TECH and Golden Ocean Group have signed a term sheet for a stock-for-stock merger, with CMB.TECH as the surviving entity, based on an exchange ratio of 0.95 shares of CMB.TECH for each share of Golden Ocean [1][3] Company Overview - CMB.TECH operates more than 150 vessels, including crude oil tankers, dry bulk vessels, container ships, and offshore wind vessels, and is focused on decarbonization and sustainable shipping solutions [12][13] - Golden Ocean specializes in the transportation of dry bulk cargoes and has a fleet of 91 vessels with a total capacity of approximately 13.7 million deadweight tonnes [14] Merger Details - The merger will create one of the largest diversified listed maritime groups globally, with a combined fleet of over 250 vessels [2] - Upon completion, CMB.TECH shareholders will own approximately 70% of the combined company, while Golden Ocean shareholders will own about 30% [1] - The transaction is subject to customary conditions, including due diligence, board approvals, regulatory approvals, and shareholder approval from Golden Ocean [3][4] Financial Aspects - The fairness opinion provided by DNB Markets concluded that the exchange ratio is fair for Golden Ocean's shareholders, with CMB.TECH valued at 14.49 per share [6][7] Future Plans - The companies aim to finalize definitive transaction agreements in Q2 2025 and complete the merger in Q3 2025 [5] - Following the merger, Golden Ocean will delist from NASDAQ and Euronext Oslo Børs, while CMB.TECH will remain listed on the NYSE and Euronext Brussels [4] Leadership Comments - CMB.TECH's CEO emphasized the merger as a significant step towards building a leading diversified maritime group, enhancing fleet value to over $11 billion [6] - Golden Ocean's CEO highlighted the complementary nature of both fleets, which would create one of the largest and most modern dry bulk fleets globally [6]
Merger between CMB.TECH and Golden Ocean