Golden Ocean Group Announces Stock-for-Stock Merger with CMB.TECH

Golden Ocean Group Ltd (GOGL) announced a stock-for-stock merger with CMB.TECH NV, with an exchange ratio of 0.95 CMB.TECH shares for each Golden Ocean share. The merger aims to create a stronger maritime entity with enhanced capabilities and market reach. However, potential challenges include shareholder dissent, legal proceedings, and fulfilling all merger conditions. The merger is expected to close around August 20, 2025, pending shareholder approval and other conditions.

Golden Ocean Group Ltd (GOGL) and CMB.TECH NV have announced a significant merger, aiming to create a stronger maritime entity with enhanced capabilities and market reach. The merger, structured as a stock-for-stock transaction, will see Golden Ocean merge with CMB.TECH Bermuda Ltd., a wholly-owned subsidiary of CMB.TECH. The exchange ratio is set at 0.95 CMB.TECH ordinary shares for each Golden Ocean common share [1].

The merger is expected to result in approximately 95,952,934 new CMB.TECH ordinary shares being issued upon completion [1]. This substantial expansion of CMB.TECH's capital structure is a strategic move to bolster its position in the maritime industry. The merger will also see Golden Ocean's common shares delisted from Nasdaq and Euronext Oslo Børs, with new CMB.TECH shares beginning trading across NYSE, Euronext Brussels, and potentially Euronext Oslo Børs on the expected closing date [2].

Golden Ocean shareholders are set to vote on the merger at a special general meeting on August 19, 2025. If approved, and assuming all conditions are met, the merger is expected to close around August 20, 2025 [1]. This accelerated timeline indicates confidence in regulatory approval and shareholder support despite noted challenges. Notably, some Golden Ocean shareholders have submitted demand letters requesting additional disclosure and indicated their intention to exercise dissenting shareholder rights under Bermuda law. Legal proceedings have already been filed, which could potentially delay the closing or affect final terms [2].

CMB.TECH and Golden Ocean will analyze these claims and address them appropriately. The merger also requires approval for secondary listing on Euronext Oslo Børs and completion of Golden Ocean's refinancing process, which is currently progressing [1]. This transaction represents significant market consolidation and will result in the delisting of Golden Ocean shares from Nasdaq and Euronext Oslo Børs, with new CMB.TECH shares beginning trading across NYSE, Euronext Brussels, and tentatively Euronext Oslo Børs on the expected closing date.

References:
[1] https://uk.finance.yahoo.com/news/gogl-cmb-tech-merger-process-063000157.html
[2] https://www.stocktitan.net/news/CMBT/cmb-tech-s-update-on-the-golden-ocean-merger-6rydsxza7hu2.html