Golden Ocean Group and CMB.TECH have signed a term sheet regarding a proposed stock-for-stock merger, with CMB.TECH designated the surviving entity.
The terms have been unanimously endorsed by the board of directors of Golden Ocean, including its special transaction committee, as well as by the supervisory board of CMB.TECH. This does not mean the merger itself is yet agreed.
“The merger remains subject to customary conditions, including confirmatory due diligence, negotiation and execution of definitive transaction agreements, applicable board approvals, regulatory approvals, third-party consents, Golden Ocean shareholder approval, and effectiveness of a registration statement on Form F-4 to be filed by CMB.TECH with the U.S. Securities and Exchange Commission (“SEC”),” according to Golden Ocean’s statement.
CMB.TECH must file a registration statement on Form F-4 with the US Securities and Exchange Commission.
The merger is anticipated to form one of the largest diversified maritime groups with a market capitalisation of $3.2bn and a combined fleet exceeding 250 vessels.
The term sheet stipulates an exchange ratio of 0.95 shares of CMB.TECH for each share of Golden Ocean, subject to standard adjustments.
The merger would see Golden Ocean integrated into CMB.TECH Bermuda, a wholly-owned subsidiary of CMB.TECH.
CMB.TECH CEO Alexander Saverys said: “By merging CMB.TECH and Golden Ocean, we would take another great step forward in building our leading diversified maritime group. Our fleet would grow to more than 250 modern vessels spread over five shipping divisions.”
Post-merger, approximately 95.9 million new shares of CMB.TECH are expected to be issued, resulting in CMB.TECH shareholders owning about 70% of the merged entity, while Golden Ocean shareholders will retain approximately 30%, assuming no changes to the exchange ratio.
Upon completion of the merger, Golden Ocean would be removed from NASDAQ and Euronext Oslo Bors, while CMB.TECH will maintain its listings on the New York Stock Exchange and Euronext Brussels, with intentions for a secondary listing on Euronext Oslo Børs following the merger.
The parties aim to conclude definitive transaction agreements in the second quarter of 2025, with the merger expected to be finalised in the third quarter of 2025.
Golden Ocean CEO Peder Simonsen said: “The proposed merger with CMB.TECH gives Golden Ocean a great opportunity to be part of a large diversified maritime group.
“Our fleet and CMB.TECH’s dry bulk vessels are very complementary and would create one of the largest and most modern dry bulk fleets in the world, including 87 modern Capesize and Newcastlemax vessels, with a favourable long-term outlook.”
