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CMB.Tech sets 0.95 exchange ratio in Golden Ocean merger
ByAinvest
Thursday, Jul 17, 2025 4:38 pm ET1min read
CMB.Tech sets 0.95 exchange ratio in Golden Ocean merger
CMB.Tech NV (NYSE: CMBT & Euronext Brussels: CMBT), a diversified and future-proof maritime group, has announced a significant update on its ongoing merger with Golden Ocean Group Limited (NASDAQ: GOGL & Euronext Oslo Børs: GOGL). The merger, structured as a stock-for-stock transaction, will see Golden Ocean merging into CMB.Tech Bermuda Ltd., a wholly-owned subsidiary of CMB.Tech, with CMB.Tech Bermuda as the surviving company.The exchange ratio for the merger has been set at 0.95 ordinary shares of CMB.Tech for each common share of Golden Ocean. This ratio is subject to customary adjustments as per the Merger Agreement dated 28 May 2025. Upon completion of the merger, CMB.Tech is expected to issue approximately 95,952,934 new ordinary shares, assuming the exchange ratio remains unadjusted [1].
The merger is set to create one of the largest listed diversified maritime groups globally, with a combined fleet of approximately 250 vessels. The transaction will see Golden Ocean shareholders owning approximately 30% (or 33% excluding treasury shares) of the total issued share capital of CMB.Tech, with CMB.Tech shareholders owning approximately 70% (or 67% excluding treasury shares) [1].
Golden Ocean shareholders will vote on the merger at a special general meeting scheduled for 19 August 2025. The merger is expected to be completed as soon as possible after the shareholder meeting, with the first day of trading for the newly issued shares on NYSE, Euronext Brussels, and tentatively on Euronext Oslo Børs [1].
CMB.Tech has received regulatory approvals, including antitrust clearance from the German Bundeskartellamt and effective registration from the SEC. The company is also preparing an exemption document in accordance with the Prospectus Regulation for the contemplated secondary listing on Euronext Oslo Børs [1].
References:
[1] https://www.marketscreener.com/news/cmb-tech-s-update-on-the-golden-ocean-merger-process-ce7c5cd9d08ef321
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