Antwerp, Aug. 19, 2025 (GLOBE NEWSWIRE) -- CMB.TECH NV (NYSE: CMBT & Euronext Brussels: CMBT) (“CMB.TECH”) notes that Golden Ocean Group Limited (NASDAQ: GOGL & Euronext Oslo Børs: GOGL) ("Golden Ocean") has announced that it held a Special General Meeting ("Golden Ocean SGM") of the shareholders of Golden Ocean today, 19 August 2025, at 09:00 (local time) at Hamilton Princess and Beach Club, 76 Pitts Bay Road, Hamilton HM 08. Golden Ocean has announced that all resolutions set out in the notice of the Gold ...

Group 1 - Golden Ocean Group Limited held a Special General Meeting on 19 August 2025, where shareholders approved all resolutions [1] - The approved resolutions include a stock-for-stock merger with CMB.TECH Bermuda Ltd., a wholly-owned subsidiary of CMB.TECH NV, with CMB.TECH Bermuda Ltd. as the surviving entity [2] - Under the merger terms, each outstanding common share of Golden Ocean will be cancelled and exchanged for 0.95 ordinary shares of CMB.TECH for each common share of Golden Ocean [3]

Core Viewpoint - CMB.TECH NV is moving forward with a stock-for-stock merger with Golden Ocean Group Limited, having published an exemption document and a special report from the supervisory board regarding the merger [1][5]. Group 1: Exemption Document - The exemption document outlines the main features of the merger and is available on CMB.TECH's website [2]. - It is prepared for the admission of new ordinary CMB.TECH shares on Euronext Brussels and for a secondary listing on Euronext Oslo Børs [3]. - The document serves informational purposes and does not constitute an offer or solicitation for securities [4]. Group 2: Company Profiles - CMB.TECH is a diversified maritime group operating over 160 vessels, including crude oil tankers and container ships, and is involved in hydrogen and ammonia fuel production [6]. - CMB.TECH is listed on Euronext Brussels and the NYSE under the ticker symbol "CMBT" [7]. - Golden Ocean is a Bermuda-based shipping company specializing in dry bulk cargo transportation, with a fleet of over 90 vessels and a capacity of approximately 13.7 million deadweight tonnes [8].

Core Viewpoint - CMB.TECH is progressing with a stock-for-stock merger with Golden Ocean Group, aiming to create one of the largest diversified maritime groups globally, with a combined fleet of approximately 250 vessels [1][8]. Merger Structure and Details - The merger involves Golden Ocean merging into CMB.TECH Bermuda Ltd., a wholly-owned subsidiary of CMB.TECH, with an exchange ratio of 0.95 CMB.TECH shares for each Golden Ocean share [2]. - CMB.TECH plans to issue approximately 95,952,934 new ordinary shares as part of the merger consideration [2]. Corporate Approvals - Golden Ocean will hold a special general meeting on August 19, 2025, to vote on the merger agreement and related transactions [4]. - Both the supervisory board of CMB.TECH and the board of directors of Golden Ocean have unanimously approved the merger, which does not require CMB.TECH shareholder approval [5]. Ownership Structure Post-Merger - After the merger, CMB.TECH shareholders will own approximately 70% of the total issued share capital, while Golden Ocean shareholders will own about 30% [6]. Regulatory Approvals - CMB.TECH received antitrust clearance from the German Bundeskartellamt on June 26, 2025, and the SEC declared the registration statement effective on July 16, 2025 [9]. Timeline and Trading - The merger is expected to be completed shortly after the Golden Ocean special general meeting, with new shares anticipated to begin trading on August 20, 2025 [7]. Company Profiles - CMB.TECH operates over 160 vessels, including crude oil tankers and offshore wind vessels, and is headquartered in Antwerp, Belgium [13]. - Golden Ocean specializes in the transportation of dry bulk cargoes and has a fleet of over 90 vessels with a capacity of approximately 13.7 million deadweight tonnes [15].

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 $15.23 per share and Golden Ocean 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]