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 - Total sales for 2024 were $1.9 billion, with net income at $23 million and adjusted EBITDA of $72.5 million, reflecting the company's ability to deliver profitable results despite a challenging environment [11][12][13] - For Q4 2024, net income totaled $3.9 million compared to $7.4 million in Q4 2023, with adjusted EBITDA at $14.5 million, down from $16.7 million year-over-year but up from $13 million in Q3 2024 [32][33] Business Segment Data and Key Metrics Changes - The carbon segment maintained shipping volumes despite lower OEM demand, achieving $7.2 million in EBITDA for Q4 2024, supported by a 17% growth in galvanized participation [25] - The pipe and tube segment delivered adjusted EBITDA of $7.2 million, focusing on fabricated product growth [26] - The Specialty Metals segment contributed $4 million of EBITDA, with strong market share gains in stainless and aluminum [27] Market Data and Key Metrics Changes - The company successfully navigated a difficult year for the metals industry, maintaining shipping volumes within 1% of 2023 levels, outperforming industry shipment levels [10] - The Purchasing Managers' Index for manufacturing was below 50 for eleven of the twelve months in 2024, indicating a challenging demand environment [10] Company Strategy and Development Direction - The company is focused on diversification and growth through strategic investments in automation and capacity expansion, with significant projects expected to become operational in 2025 or early 2026 [14][29] - The acquisition of Metalworks is part of the company's strategy to enhance its position in manufactured metal products and is expected to be accretive [15][18] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the long-term outlook for the metals industry, emphasizing the importance of remaining nimble and adaptive to market dynamics [21][22] - The company plans to continue investing in automation, product diversity, and quality solutions for customers [22] Other Important Information - The board approved a 7% increase in the quarterly dividend, raising it from $0.15 to $0.16 per share, marking the fourth dividend increase since 2022 [20][37] - The company ended Q4 2024 with total debt of approximately $272 million, an increase due to the Metalworks acquisition [35] Q&A Session Summary Question: What drove the increase in gross profit per ton in the carbon flat segment? - Management attributed the increase to the expansion of end-use metal products and a concerted effort in growing the fabrication business, which contributed positively to margins [44][47][48] Question: What are the expectations for the pipe and tube segment moving into Q1? - Management indicated that the first quarter is expected to be traditional, with opportunities for recovery due to new customers acquired at the end of 2024 [50] Question: How will the tariffs affect profitability and M&A valuations? - Management noted that the tariffs could impact profitability in Q1 and that they anticipate more activity in the M&A market as conditions improve in the back half of 2025 [84][86] Question: What is the outlook for capital expenditures and margins? - Management expects capital expenditures to increase in 2025, with a positive impact on margins anticipated in 2026 as new projects come online [90] Question: What contributed to the decrease in selling and general expenses? - The decrease was primarily due to $1.8 million less in variable incentive expenses tied to profitability, reflecting the lower performance in Q4 2024 compared to the previous year [92]