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and CMB.TECH NV (NYSE: CMBT & Euronext Brussels: CMBT) (“CMB.TECH”).
The transaction is structured as a stock-for-stock merger, with Golden Ocean
merging with and into CMB.TECH Bermuda Ltd. (“CMB.TECH Bermuda”), a wholly-owned
subsidiary of CMB.TECH, with CMB.TECH Bermuda as the surviving company (the
“Merger”). In the framework of the Merger, all outstanding common shares of
Golden Ocean will ultimately be exchanged for newly issued CMB.TECH ordinary
shares at an exchange ratio of 0.95 ordinary shares of CMB.TECH for each common
share of Golden Ocean (the “Exchange Ratio”), subject to customary adjustments
pursuant to the agreement and plan of merger dated 28 May 2025 (the “Merger
Agreement”). Upon closing of the Merger, CMB.TECH would issue approximately
95,952,934 new ordinary shares, assuming the Exchange Ratio is not adjusted.
It is noted that the notice by Golden Ocean to hold a special general meeting on
19 August 2025 at 9.00 am ADT, at Hamilton Princess and Beach Club, 76 Pitts Bay
Road, Hamilton HM 08, Bermuda, to vote on, among other things, the approval of
the Merger Agreement, the Bermuda Merger Agreement (as defined in the Merger
Agreement) and the transactions contemplated thereby including the Merger and
the appointment of the exchange agent (the “Golden Ocean SGM”), is available on
the website of Golden Ocean: GOGL - Notice of Special General Meeting - Golden
Ocean. Golden Ocean shareholders of record at the close of business on the
record date (16 July 2025) will be entitled to vote at the Golden Ocean SGM.
Subject to a positive outcome of the Golden Ocean SGM, approval of the secondary
listing on Euronext Oslo Børs and timely fulfillment of the Merger closing
conditions set forth in the Merger Agreement, such as the Golden Ocean
refinancing which is progressing, the parties intend to complete the Merger as
soon as possible after the Golden Ocean SGM. The parties currently expect
closing to take place on or around 20 August 2025, which would also be the first
day of trading for the newly issued shares on NYSE, Euronext Brussels and,
tentatively, the first day of trading of CMB.TECH on Euronext Oslo Børs. The day
prior to the closing date would be the last day of trading of Golden Ocean’s
common shares on Nasdaq and on Euronext Oslo Børs.
More information can be found in the registration statement on Form F-4 (the
“Registration Statement”) filed by CMB.TECH with the SEC on 1 July 2025, which
was declared effective by the SEC on 16 July 2025.
Golden Ocean has received customary demand letters for additional disclosure in
relation to the Registration Statement, as well as correspondence from certain
shareholders stating their intention to exercise their rights as dissenting
shareholders under Bermuda law, and notes that related legal proceedings have
been filed. Golden Ocean and CMB.TECH and will analyse these claims and address
them appropriately.
About Golden Ocean
Golden Ocean is a Bermuda incorporated shipping company specialising 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. Golden Ocean’s ordinary shares are listed on Nasdaq with a
secondary listing on the Euronext Oslo Børs under the ticker symbol “GOGL”.
About CMB.TECH
CMB.TECH is a diversified and future-proof maritime group that owns and operates
more than 160 seagoing vessels: 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 own production or third-
party producers.
CMB.TECH is headquartered in Antwerp, Belgium, and has offices across Europe,
Asia, United States and Africa.
CMB.TECH is listed on Euronext Brussels and the NYSE under the ticker symbol
“CMBT”.
Forward-Looking Statements
Matters discussed in this press release may constitute forward-looking
statements within the meaning of the U.S. Private Securities Litigation Reform
Act of 1995, which provides safe harbor protections for forward-looking
statements in order to encourage companies to provide prospective information
about their business. Forward-looking statements include statements concerning
plans, objectives, goals, strategies, future events or performance, and
underlying assumptions and other statements, which are other than statements of
historical facts. CMB.TECH and Golden Ocean desire to take advantage of the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995 and
they are including this cautionary statement in connection with this safe harbor
legislation. The words “believe”, “anticipate”, “intends”, “estimate”,
“forecast”, “project”, “plan”, “potential”, “may”, “should”, “expect”, “pending”
and similar expressions identify forward-looking statements.
The forward-looking statements in this press release are based upon various
assumptions, many of which are based, in turn, upon further assumptions,
including without limitation, CMB.TECH and Golden Ocean’s management’s
examination of historical operating trends, data contained in company records
and other data available from third parties. Although managements of CMB.TECH
and Golden Ocean believe that these assumptions were reasonable when made,
because these assumptions are inherently subject to significant uncertainties
and contingencies which are difficult or impossible to predict and are beyond
CMB.TECH or Golden Ocean’s control, there can be no assurance that CMB.TECH or
Golden Ocean will achieve or accomplish these expectations, beliefs or
projections.
In addition to these important factors, other important factors that, in our
view, could cause actual results to differ materially from those discussed in
the forward-looking statements include, but are not limited to, the failure to
satisfy the conditions to completion of the Merger set forth in the Merger
Agreement, the failure to obtain required shareholder approvals, the failure to
complete the Merger within the expected timeframe or at all, the potential for
the Merger Agreement to be terminated in accordance with its terms, the exercise
of appraisal rights by Golden Ocean shareholders, the potential for litigation
in connection with the Merger, the failure of counterparties to fully perform
their contracts with us, the strength of world economies and currencies, general
market conditions, including fluctuations in charter rates and vessel values,
changes in demand for dry bulk and tanker vessel capacity, changes in our
operating expenses, including bunker prices, dry-docking and insurance costs,
the market for our vessels, availability of financing and refinancing, charter
counterparty performance, ability to obtain financing and comply with covenants
in such financing arrangements, changes in governmental rules and regulations or
actions taken by regulatory authorities, potential liability from pending or
future litigation, general domestic and international political conditions,
potential disruption of shipping routes due to accidents or political events,
vessels breakdowns and instances of off-hires and other factors. Please see our
filings with the United States Securities and Exchange Commission for a more
complete discussion of these and other risks and uncertainties.
You are cautioned not to place undue reliance on CMB.TECH’s and Golden Ocean’s
forward-looking statements. These forward-looking statements are and will be
based upon their respective managements’ then-current views and assumptions
regarding future events and operating performance and are applicable only as of
the dates of such statements. Neither CMB.TECH nor Golden Ocean assumes any duty
to update or revise forward-looking statements, whether as a result of new
information, future events or otherwise, as of any future date.
Disclaimer
Copies of this announcement are not being made and may not be distributed or
sent into any jurisdiction in which such distribution would be unlawful or would
require registration or other measures. Persons distributing this communication
must satisfy themselves that it is lawful to do so. The potential transactions
described in this announcement and the distribution of this announcement and
other information in connection with the potential transactions in certain
jurisdictions may be restricted by law and persons into whose possession this
announcement, any document or other information referred to herein comes should
inform themselves about, and observe, any such restrictions.
This announcement is not a recommendation in favor of the proposed Merger
described herein. In connection with the proposed Merger, CMB.TECH has filed
with the SEC the Registration Statement that includes a prospectus of CMB.TECH
and a proxy statement of Golden Ocean. CMB.TECH also has filed other relevant
documents with the SEC regarding the proposed Merger. YOU ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED
MATTERS. You may obtain a free copy of the proxy statement/prospectus and other
relevant documents that CMB.TECH files with the SEC at the SEC’s website at
www.sec.gov (http://www.sec.gov).
This information is considered inside information pursuant to the EU Market
Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to
MAR article 17 and section 5 -12 of the Norwegian Securities Trading Act.
Kilde
