CMB.TECH and Golden Ocean Update on Stock-for-Stock Merger

CMB.TECH and Golden Ocean are progressing with their stock-for-stock merger, with the merger expected to close on or around August 20. The deal involves exchanging Golden Ocean common shares for newly issued CMB.TECH ordinary shares at a ratio of 0.95 to 1. CMB.TECH will issue approximately 95.95 million new ordinary shares upon closing. The merger is subject to a positive outcome at Golden Ocean's special general meeting and the fulfillment of certain closing conditions, including Golden Ocean's refinancing, which is currently progressing.

Title: CMB.TECH and Golden Ocean Nearing Merger Closure

CMB.TECH NV (NYSE: CMBT; Euronext Brussels: CMBT) and Golden Ocean Group Limited (NASDAQ: GOGL; Euronext Oslo Børs: GOGL) are making significant progress towards their planned stock-for-stock merger, with the transaction expected to close on or around August 20, 2025 [1].

The merger involves Golden Ocean merging with CMB.TECH Bermuda Ltd., a wholly-owned subsidiary of CMB.TECH, with CMB.TECH Bermuda as the surviving entity. Under the agreement, each Golden Ocean common share will be exchanged for 0.95 newly issued ordinary shares of CMB.TECH, subject to customary adjustments. This exchange is expected to result in approximately 95.95 million new CMB.TECH shares being issued [2].

Golden Ocean shareholders will vote on the merger at a special general meeting (SGM) scheduled for August 19, 2025, at the Hamilton Princess and Beach Club in Bermuda. Shareholders of record as of July 16, 2025, are eligible to participate [1]. If approved, the newly issued CMB.TECH shares will begin trading on the NYSE and Euronext Brussels, and tentatively on Euronext Oslo Børs, on August 20, 2025. This date would also mark the last trading day for Golden Ocean shares on Nasdaq and Euronext Oslo Børs [1].

The merger remains subject to final shareholder approval, regulatory clearances, secondary listing approval in Oslo, and the completion of Golden Ocean’s refinancing, which the company says is progressing [1]. Golden Ocean has acknowledged receiving shareholder demand letters seeking additional disclosures in connection with the U.S. SEC registration statement for the merger, as well as notices from some investors indicating plans to exercise dissenters’ rights under Bermuda law. Related legal proceedings have been filed, and the companies say they will address these claims appropriately [1].

Golden Ocean is a Bermuda-incorporated shipping company specializing in the transportation of dry bulk cargoes. As of June 2025, the Golden Ocean fleet consists of 89 vessels with an aggregate capacity of approximately 13.5 million deadweight tonnes [2]. CMB.TECH is a diversified and future-proof maritime group that owns and operates more than 160 seagoing vessels, including crude oil tankers, dry bulk vessels, container ships, chemical tankers, offshore wind vessels, and workboats. CMB.TECH also offers hydrogen and ammonia fuel to customers through its own production or third-party producers [2].

The merger is expected to be completed as soon as possible after the Golden Ocean SGM, subject to a positive outcome and the fulfillment of all closing conditions, including Golden Ocean's refinancing [2]. The companies currently expect closing to take place on or around August 20, 2025, which would also be the first day of trading for the newly issued shares on NYSE, Euronext Brussels, and tentatively on Euronext Oslo Børs [2].

References:
1. [NUMBER: 1] https://www.marinelink.com/news/golden-ocean-cmbtech-set-august-target-528837
2. [NUMBER: 2] https://www.goldenocean.bm/press-release/4642/gogl-update-on-the-cmb-tech-merger-process/