CMB Tech and Golden Ocean propose stock-for-stock merger

CMB Tech and the Golden Ocean Group have signed a 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 CMB Tech for each share of Golden Ocean.

The merger would create one of the largest diversified listed maritime groups in the world with a combined fleet of more than 250 vessels.

The term sheet has been unanimously approved by CMB Tech's supervisory board and by Golden Ocean’s board of directors, including its special transaction committee composed of disinterested directors.

As part of this, the transaction committee said it has received a fairness opinion from its financial advisor DNB Markets, part of DNB Bank, concluding that the exchange ratio is fair from a financial point of view to Golden Ocean’s shareholders.

The transaction would be structured as a merger with Golden Ocean merging with and into CMB Tech Bermuda, a wholly-owned subsidiary of CMB Tech. Existing shares of Golden Ocean, which are not (directly or indirectly) owned by CMB Tech, will be cancelled and ultimately exchanged for newly issued CMB Tech shares.

Upon completion of the merger, 95,952,934 new shares of CMB Tech would be issued, whereby CMB Tech shareholders would own approximately 70 per cent of the total issued share capital of the combined company and Golden Ocean shareholders would own approximately 30 per cent.

Upon completion of the merger, Golden Ocean would delist from NASDAQ and Euronext Oslo Børs. CMB Tech would remain listed on the New York Stock Exchange and Euronext Brussels and said it would pursue a secondary listing on the Euronext Oslo Børs following and subject to completion of the merger.

The parties aim to enter into definitive transaction agreements, including an agreement and plan of merger, during the second quarter of 2025 and to complete the merger in the third quarter of 2025.

"By merging CMB Tech and Golden Ocean, we would take another great step forward in building our leading diversified maritime group. Our fleet would grow to more than 250 modern vessels spread over five shipping divisions," said Alexander Saverys, CEO of CMB Tech.

"The value of our fleet would reach more than $11 billion and, combined with our public listings and enhanced liquidity in our shares, we will have all the necessary firepower to continue to invest in our fleet and seize opportunities."