HAMILTON, Bermuda, 22 April, 2025, 10.30 pm CET – Golden Ocean Group Limited (NASDAQ: GOGL & Euronext Oslo Børs: GOGL) (“Golden Ocean”) and CMB.TECH NV (NYSE: CMBT & Euronext Brussels: CMBT) (“CMB.TECH”) are pleased to announce that they have signed a term sheet (the “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 "Exchange Ratio"), subject to customary adjustments. The T ...

Company Overview - Golden Ocean (NASDAQ: GOGL) is one of the largest public dry-bulk shipping companies globally, listed on both the Oslo and New York stock exchanges since 1996 [1]. Investment Perspective - The company is viewed favorably for its clear value propositions, particularly in situations with low price-to-book (P/B) and price-to-earnings (P/E) ratios, rather than relying heavily on future growth [1].

Core Viewpoint - The Nasdaq Composite Index experienced significant volatility, marking its largest intraday swing since 2008, closing 0.1% higher after a dramatic fluctuation from a 5.2% loss to a 4.5% gain [1] Group 1: Market Movements - The Fidelity Nasdaq Composite Index ETF (ONEQ) also exhibited substantial volatility, with swings of 10% within a single day, ultimately closing 0.1% lower [2] - A brief surge of $2.5 trillion in U.S. stock markets was triggered by rumors of a 90-day pause in tariffs, although this rally lasted only seven minutes [3] - Bargain hunters capitalized on the decline in stock prices, particularly after the Nasdaq entered a bear market, with seasoned investors finding opportunities in discounted stocks [4] Group 2: Key Stocks - Rhythm Pharmaceuticals Inc. (RYTM) saw a stock increase of 17.1% and has an estimated earnings growth rate of 41.9% for the year [9] - Golden Ocean Group Limited (GOGL) experienced an 11.9% stock jump and has an estimated earnings growth rate of 4.9% for the year [10] - Rigetti Computing Inc. (RGTI) gained approximately 11% and has an estimated earnings growth rate of 44.1% for the year [11] - Super Micro Computer Inc. (SMCI) increased by 10.7% and has an estimated earnings growth rate of 15.4% for the fiscal year ending June 2025 [11] - Garrett Motion Inc. (GTX) rose about 10% and reported an earnings surprise of 26.18% over the last four quarters [12] Group 3: Economic Outlook - Despite a slowdown in the AI boom, U.S. tech spending is projected to grow by 6.1% to reach $2.7 trillion, supported by anticipated Fed rate cuts [6] - Traders have increased bets on five Fed cuts this year, with the likelihood of a cut in May now exceeding 50%, which could lower borrowing costs and enhance business profitability [7] Group 4: ETF Overview - The Fidelity Nasdaq Composite Index ETF (ONEQ) holds 906 stocks, with a significant concentration in the top 10 holdings, and has an AUM of $6.1 billion [8] - Information technology constitutes 48% of ONEQ's portfolio, followed by consumer services at 15.5%, consumer discretionary at 15%, and healthcare at 6.3% [8]

Core Viewpoint - Hemen Holding Limited has agreed to sell approximately 40.8% of its shares in Golden Ocean Group Limited to CMB.TECH for about USD 1,179 million, marking a significant transaction in the drybulk shipping industry [1][2]. Group 1: Transaction Details - The transaction involves the sale of 81,363,730 shares, which constitutes around 40.8% of Golden Ocean's outstanding shares and votes [1]. - The total consideration for the transaction is approximately USD 1,179 million [1]. - The transaction is exempt from registration under the U.S. Securities Act of 1933 and will not trigger a mandatory takeover bid in any jurisdiction [2]. Group 2: Company Background - Hemen has played a crucial role in the development of Golden Ocean since its spin-off from Frontline in 2004, leading to its listing on the Oslo Stock Exchange and subsequent merger with Knightsbridge on NASDAQ [3]. - Golden Ocean has expanded its fleet from 3 to 91 vessels, becoming one of the largest listed owners of large modern drybulk vessels, and has returned approximately USD 2 billion in dividends to shareholders since 2004 [3]. Group 3: Future Outlook - The transaction is not subject to any conditions and is expected to be completed on March 12, 2025 [4]. - CMB.TECH's acquisition reflects its recognition of the strength and value of the Golden Ocean platform and its employees [4].

Core Viewpoint - CMB.TECH NV has announced the acquisition of approximately 40.4% of Golden Ocean Group Limited's issued share capital through its subsidiary, CMB.TECH Bermuda Ltd, at a price of 14.49 USD per share, marking a significant step in its diversification strategy [1][2][3]. Group 1: Acquisition Details - CMB.TECH is acquiring 81,363,730 shares of Golden Ocean at a price of 14.49 USD per share, representing about 40.4% of Golden Ocean's issued share capital [1]. - The transaction is expected to complete on 12 March 2025 and is not subject to any conditions [4]. - CMB.TECH did not own any shares in Golden Ocean prior to this transaction [1]. Group 2: Strategic Intent - The acquisition aligns with CMB.TECH's strategic objective of diversification, aiming to become a long-term shareholder in Golden Ocean and invest in a modern dry bulk fleet [2]. - CEO Alexander Saverys emphasized that this acquisition is a significant milestone in CMB.TECH's diversification strategy and expressed intentions to engage with Golden Ocean's board and management to drive long-term growth [3]. Group 3: Financial Considerations - CMB.TECH has identified a bank syndicate to refinance all or parts of Golden Ocean's current outstanding debt, indicating proactive financial management in light of the acquisition [4].

Core Viewpoint - CMB.TECH NV has entered into a share purchase agreement to acquire approximately 40.8% of Golden Ocean Group Limited's outstanding shares from Hemen Holding Limited at a price of 14.49 USD per share, aligning with its diversification strategy [1][2][3] Group 1: Acquisition Details - CMB.TECH is acquiring 81,363,730 shares in Golden Ocean, which represents about 40.8% of the company's outstanding shares and votes [1] - The acquisition price is set at 14.49 USD per share, and it will not trigger a mandatory takeover bid in any jurisdiction [1] - CMB.TECH has identified a bank syndicate to potentially refinance Golden Ocean's current outstanding debt, should the transaction impact its financing agreements [4] Group 2: Strategic Intent - The acquisition is part of CMB.TECH's strategic objective to diversify and become a long-term shareholder in Golden Ocean, focusing on investing in a modern dry bulk fleet [2] - CEO Alexander Saverys emphasized that this acquisition marks a significant milestone in the company's diversification strategy and aims to build on Golden Ocean's legacy for long-term growth and innovation [3] Group 3: Company Background - CMB.TECH is a diversified maritime group operating over 150 vessels, including crude oil tankers, dry bulk vessels, and container ships, and is headquartered in Antwerp, Belgium [5] - Golden Ocean Group Limited 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 as of February 2025 [6]

Financial Data and Key Metrics Changes - Adjusted EBITDA for Q4 2024 was $69.9 million, down from $124.4 million in Q3 2024 [4] - Net income for Q4 2024 was $39 million, compared to $56.3 million in Q3 2024, with earnings per share decreasing from $0.28 to $0.20 [4] - Full-year 2024 net profit increased to $223.2 million from $112.3 million in 2023 [5] - Total fleet-wide TCE rate decreased to $20,800 in Q4 from $23,700 in Q3 [8] Business Line Data and Key Metrics Changes - Drydocking costs in Q4 were $34.3 million for thirteen vessels, significantly higher than $9.7 million for five vessels in Q3 [6] - Net revenues fell to $174.9 million in Q4 from $206.6 million in Q3 [10] - Operating expenses (OPEX) increased to $95.6 million from $69.4 million in Q3, primarily due to drydocking and ballast water treatment system upgrades [11] Market Data and Key Metrics Changes - Brazilian iron ore volumes decreased by 13% quarter on quarter, while annual export volumes increased by 3% [19] - Guinea bauxite volumes grew by 14% year on year, averaging over 13.5 million tons per month in Q4, up from 10.5 million tons in Q3 [21] - China accounted for 74% of iron ore volumes and 85% of bauxite volumes in 2024, indicating strong demand from the region [22] Company Strategy and Development Direction - The company is focusing on an intensive drydocking period for its Capesize fleet, with nearly half of the fleet undergoing special surveys over nine months [17] - The company maintains its position as the largest listed owner in the Capesize and Newcastle Max segment, which represents over 80% of its deadweight tonnage [18] - A strategy to reward shareholders through dividends and share buybacks continues, with a declared dividend of $0.15 per share for Q4 2024 [7][44] Management's Comments on Operating Environment and Future Outlook - Management noted a rebound in sentiment due to improved weather conditions in Australia and a boost in Panamax rates, which have positively impacted Capesize rates [48][50] - The company remains fundamentally positive on the market outlook despite near-term volatility and geopolitical uncertainties [45] - Analysts expect that new high-grade iron ore deposits will replace lower-quality Chinese domestic production, positively impacting demand for Capesize vessels [34] Other Important Information - The company has secured a net TCE of about $15,100 per day for 77% of Capesize days in Q1 2025 [7] - Cash flow from operations decreased to $71.7 million in Q4 from $100.8 million in Q3 [14] - The company has $150 million of undrawn available credit facilities at the end of Q4 [16] Q&A Session Summary Question: What is the outlook for the Cape market? - Management indicated a rebound in sentiment driven by improved weather conditions in Australia and a boost in Panamax rates, although volumes from Brazil remain muted [48][50] Question: What are the budget expectations for dry docks in the first half of 2025? - Management stated that costs for drydocking have increased due to regulatory requirements and the need for high-performing vessels, with the average costs in Q4 being higher than usual [52][53] Question: What opportunities are there for sales and purchases of vessels? - Management expressed a preference for being sellers rather than buyers at the moment, focusing on maintaining capacity in the Cape and Newcastle Max segments [58][59] Question: What impact could potential port fees on Chinese-built vessels have? - Management noted that the proposed policies are still in the early stages and that the US is not a major player in dry bulk, suggesting that any increased costs could be passed on to consumers [70][72]