The Belgium-based CMB.TECH NV and Golden Ocean Group Limited have inked an agreement and plan of merger for a stock-for-stock merger, as contemplated by the term sheet previously announced on April 22.
The transaction is structured as a merger, with Golden Ocean merging with and into CMB.TECH Bermuda, a wholly-owned subsidiary of CMB.TECH, with CMB.TECH Bermuda as the surviving company.
CMB.TECH NV said the merger will create one of the largest listed diversified maritime groups in the world with a combined fleet of approximately 250 vessels.
Following completion of the merger, CMB.TECH shareholders would own approximately 70% (or 67% excluding treasury shares) of the total issued share capital of CMB.TECH, whilst Golden Ocean shareholders would own approximately 30% (or 33% excluding treasury shares) of the total issued share capital of CMB.TECH, assuming the exchange ratio is not adjusted.
Golden Ocean will delist from the Nasdaq Global Select Market and Euronext Oslo Børs.
CMB.TECH will remain listed on the NYSE and Euronext Brussels and will pursue a secondary listing on Euronext Oslo Børs subject to completion of the merger.
If all the relevant closing conditions are met on schedule, the parties aim to complete the merger in the third quarter of 2025.
The consummation of the merger remains subject to customary conditions.
CMB.TECH, listed on Euronext Brussels and the NYSE, owns and operates more than 160 seagoing vessels: crude oil tankers, dry bulk vessels, container ships, chemical tankers, offshore wind vessels and workboats.
The shipowner also offers hydrogen and ammonia fuel, through its own production or third-party producers.
The company, headquartered in Antwerp, Belgium, has offices across Europe, Asia, United States and Africa.
On the other hand, Golden Ocean is a Bermuda incorporated shipping company specialising in the transportation of dry bulk cargoes. Currently, the Golden Ocean fleet consists of more than 90 vessels, with an aggregate capacity of approximately 13.7 million deadweight tonnes.
