CMB.TECH and Golden Ocean: A Game-Changing Merger Ahead

Exciting Merger Between CMB.TECH and Golden Ocean

CMB.TECH NV (NYSE: CMBT) and Golden Ocean Group Limited (NASDAQ: GOGL) are thrilled to share the news about their recent agreement to merge. Under this arrangement, CMB.TECH will acquire Golden Ocean via a stock-for-stock merger, with CMB.TECH emerging as the primary entity. The proposed exchange ratio for this merger is set at 0.95 shares of CMB.TECH for every share held in Golden Ocean, subject to standard adjustments.

Approval and Fairness of the Terms

This strategic move has already gained unanimous support from both companies' boards, including the designated transaction committees. An independent fairness opinion from financial advisors has validated the exchange ratio as fair from a financial perspective, putting the interests of Golden Ocean's shareholders first.

Details of the Merger Structure

The merger will facilitate a seamless integration of Golden Ocean into CMB.TECH via its wholly-owned subsidiary, CMB.TECH Bermuda Ltd. Consequently, shares of Golden Ocean that are not already owned by CMB.TECH will be canceled and converted into newly issued CMB.TECH shares, arranged at an exchange ratio of 0.95. After this transition, 95,952,934 new shares of CMB.TECH will be issued, with shareholders of CMB.TECH expected to hold about 70% of the combined company's shares, while Golden Ocean’s shareholders will possess approximately 30% of the total equity.

Significance of the Merger

This merger will undoubtedly enhance the maritime industry's landscape, creating one of the largest diversified shipping fleets globally, boasting more than 250 vessels. The strategic combination of CMB.TECH's advanced vessels with Golden Ocean's extensive dry bulk capabilities represents a remarkable synergy in maritime transport.

Regulatory and Approvals

To finalize this merger, both parties will undergo customary due diligence, negotiate and execute definitive transaction agreements, and seek approval from regulatory bodies, along with securing Greenlighting from Golden Ocean's shareholders. A registration statement will be completed as part of the process.

Future of CMB.TECH Post-Merger

Once the merger is complete, Golden Ocean’s shares will be delisted from NASDAQ and Euronext Oslo Børs, while CMB.TECH maintains its listing on the NYSE and Euronext Brussels. The company also aspires to establish a secondary listing on Euronext Oslo Børs subsequently.

Expectations and Timeline

CMB.TECH and Golden Ocean are aiming to finalize definitive transaction agreements in the near future and hope to accomplish the merger by the end of the year. However, there may be fluctuations in terms and conditions before agreements are finalized.

Leadership Insights

Alexander Saverys, the CEO of CMB.TECH, expressed his enthusiasm by stating that merging with Golden Ocean signifies a momentous advancement towards forming a diversified maritime powerhouse. The expanded fleet will enable CMB.TECH to better capitalize on the emerging opportunities in the market, particularly in the realm of decarbonization, which is already yielding beneficial long-term contracts.

Golden Ocean's Perspective

Meanwhile, Peder Simonsen, the CEO of Golden Ocean, highlighted that this merger presents a significant opportunity for Golden Ocean to integrate into a larger maritime group with diverse capabilities that complement CMB.TECH’s fleet. This alliance will not only strengthen their position in the market but will also offer enhanced opportunities for employees and shareholders alike.

Contribution to Market Dynamics

Carl Steen, the Chairman of Golden Ocean's Transaction Committee, stated that their independent directors thoroughly analyzed both companies' assets and values, determining that the proposed exchange ratio reflects a fair valuation and a favorable direction for both entities amidst evolving market dynamics. This merger is poised to unlock substantial added value and improved service offerings to customers.

Upcoming Events and Information Dissemination

CMB.TECH and Golden Ocean are dedicated to sharing further insights during acapital markets day event planned for the near future, providing stakeholders with ample opportunities to engage and learn more about this monumental transition. Interested parties can participate in hybrid conference calls scheduled at various times.

Frequently Asked Questions

What is the main goal of the CMB.TECH and Golden Ocean merger?

The merger aims to create one of the largest diversified maritime groups, enhancing operational efficiency and market position.

How will the merger affect current shareholders of both companies?

The merger is expected to result in a substantial increase in market value and enhanced liquidity, benefiting shareholders of both firms.

When is the expected completion date for the merger?

Both companies anticipate completing the merger by the end of the current fiscal year, pending necessary approvals.

What will happen to Golden Ocean's stock listings?

Golden Ocean will be delisted from NASDAQ and Euronext Oslo Børs following the merger's completion.

How can investors stay updated on the merger progress?

Investors can stay informed through announcements on CMB.TECH’s website and through their capital markets events.

About The Author

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