Golden Ocean Group Limited (GOGL) and CMB.TECH NV (CMBT) have signed a definitive agreement for a stock-for-stock merger.
This merger follows the term sheet announced on 22 April 2025, during which the committee obtained a fairness opinion from DNB Carnegie, confirming the exchange ratio is financially fair.
Under the agreement, Golden Ocean will merge into CMB.TECH Bermuda Ltd., a wholly owned subsidiary of CMB.TECH, with CMB.TECH Bermuda as the surviving entity.
Each Golden Ocean share will be exchanged for 0.95 newly issued CMB.TECH ordinary shares, subject to customary adjustments.
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Approximately 95.95 million new shares will be issued as merger consideration, assuming no adjustments to the exchange ratio.
The merger will reportedly create one of the largest listed diversified maritime groups in the world with a combined fleet of approximately 250 vessels.
Upon closing, CMB.TECH shareholders will own approximately 70 per cent (or 67 per cent excluding treasury shares) of the combined company, while Golden Ocean shareholders will hold roughly 30 per cent (or 33 per cent excluding treasury shares), assuming no adjustments to the exchange ratio.
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The agreement has been unanimously approved by both CMB.TECH’s Supervisory Board and Golden Ocean’s Board of Directors, including a special committee of independent directors.
Seward & Kissel served as US transaction counsel for CMB.Tech and Golden Ocean in this merger.
The merger is subject to customary conditions, including regulatory approvals, approval by Golden Ocean shareholders, SEC effectiveness of a Form F-4 registration statement filed by CMB.TECH, and NYSE listing approval for the new shares.
The companies expect to complete the merger in Q3 2025, subject to the timely satisfaction of all closing conditions.
