ANTWERP, Belgium, 17 July 2025, 10.30 pm CEST - CMB.TECH NV (NYSE: CMBT &
Euronext Brussels: CMBT) ("CMB.TECH") provides a market update on the progress
of the stock-for-stock merger between CMB.TECH and Golden Ocean Group Limited
(NASDAQ: GOGL & Euronext Oslo Børs: GOGL) ("Golden Ocean").
The transaction is structured as a 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[1] 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
completion of the Merger, CMB.TECH would issue approximately 95,952,934 new
ordinary shares (the "Merger Consideration Shares"), assuming the Exchange
Ratio
is not adjusted.
This press release provides an update on the key steps completed and expected
to
be completed in the near future to close the Merger, as provided in the Merger
Agreement.
[1] Other than Golden Ocean common shares already owned (directly or
indirectly)
by CMB.TECH or Golden Ocean.
Corporate approvals - Shareholders' meeting Golden Ocean
CMB.TECH notes the announcement 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").
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.
The supervisory board of CMB.TECH and the board of directors of Golden Ocean
have both unanimously approved the transaction and the Merger does not require
the approval of CMB.TECH's shareholders.
Upon completion of the Merger, CMB.TECH shareholders would own approximately
70%
(or 67% excluding treasury shares) of the total issued share capital of
CMB.TECH
and Golden Ocean shareholders would own approximately 30% (or 33% excluding
treasury shares) of the total issued share capital of CMB.TECH, assuming the
Exchange Ratio is not adjusted. Furthermore, upon completion of the Merger,
Golden Ocean would delist from the Nasdaq Global Select Market and Euronext
Oslo
Børs and deregister from the U.S. Securities and Exchange Commission ("SEC").
CMB.TECH would remain listed on the New York Stock Exchange ("NYSE") and
Euronext Brussels and will pursue a secondary listing on Euronext Oslo Børs
subject to completion of the Merger.
Assuming timely fulfillment of the relevant closing conditions, the parties
aim
to complete the Merger as soon as possible after the Golden Ocean SGM,
expected
on or around 20 August 2025, which will 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 Merger will create one of the largest listed diversified maritime groups
in
the world with a combined fleet of approximately 250 vessels. 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.
Regulatory approvals and filings
On 26 June 2025, CMB.TECH received antitrust clearance from the German
Bundeskartellamt (Federal Cartel Office).
On 16 July 2025, the SEC declared effective the Registration Statement. The
Registration Statement filed with the SEC includes a prospectus of CMB.TECH
and
a proxy statement of Golden Ocean. A free copy of the proxy statement and
prospectus can be obtained at the SEC's website at www.sec.gov. In addition, a
NYSE supplemental listing application was filed with the NYSE on 7 July 2025,
which will be used for the listing and the admission to trading of the new
CMB.TECH shares to be issued following the Merger on the NYSE.
CMB.TECH is preparing an exemption document in relation to the Merger and the
contemplated secondary listing of CMB.TECH on Euronext Oslo Børs in accordance
with Regulation (EU) 2017/1129 (the "Prospectus Regulation") and Commission
Delegated Regulation (EU) 2021/528 (the "Exemption Document"). The Exemption
Document will be published shortly before the Golden Ocean SGM and will become
available on CMB.TECH's website. The Exemption Document is not a prospectus
within the meaning of the Prospectus Regulation and is not subject to review
and
approval by the relevant competent authority pursuant to Article 20 of the
Prospectus Regulation.
It is envisaged that Golden Ocean shareholders owning Golden Ocean common
shares
that trade on Nasdaq shall receive their portion of the new CMB.TECH ordinary
shares that trade on NYSE, and Golden Ocean shareholders owning Golden Ocean
common shares that trade on Euronext Oslo Børs shall receive their portion of
the new CMB.TECH ordinary shares that are expected to trade on Euronext Oslo
Børs. To secure timely delivery and settlement of the Merger Consideration
Shares to shareholders on Euronext Oslo Børs, through the Norwegian settlement
system, CMB.TECH and CMB contemplate to enter into a short-term share lending.
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 port vessels. 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".
About Golden Ocean
Golden Ocean is a Bermuda incorporated shipping company specialising in the
transportation of dry bulk cargoes. As of May 2025, the Golden Ocean fleet
consists of more than 90 vessels, with an aggregate capacity of approximately
13.7 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".
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 desires to take advantage of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995 and is
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, our management's examination of historical
operating trends, data contained in our records and other data available from
third parties. Although we 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 our control, we cannot assure that we will achieve or accomplish
these expectations, beliefs or projections.
You are cautioned not to place undue reliance on CMB.TECH's forward-looking
statements. These forward-looking statements are and will be based upon
management's then-current views and assumptions regarding future events and
operating performance and are applicable only as of the dates of such
statements. CMB.TECH assumes no 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
This press release is also published in Dutch. If ambiguities should arise
from
the different language versions, the English version will prevail.
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.
Contact
CMB.TECH
Katrien Hennin
Head of Marketing and Communications CMB.TECH
+32 499 39 34 70
katrien.hennin@cmb.tech
Joris Daman
Head of Investor Relations
Tel: +32 498 61 71 11
joris.daman@cmb.tech
https://newsweb.oslobors.no/message/651467