Progress Report on CMB.TECH and Golden Ocean Merger
Recently, CMB.TECH NV (NYSE: CMBT & Euronext Brussels: CMBT) provided valuable insights into the ongoing merger process with Golden Ocean Group Limited (NASDAQ: GOGL). This stock-for-stock transaction entails Golden Ocean merging into CMB.TECH Bermuda Ltd., a fully-owned subsidiary of CMB.TECH, where CMB.TECH Bermuda will emerge as the surviving entity post-merger.
Details of the Merger Agreement
Under the terms laid out in the merger agreement, each outstanding share of Golden Ocean will eventually be exchanged for 0.95 shares of CMB.TECH, controlled by customary adjustments as per the merger agreement established on a recent date. This exchange is anticipated to result in the issuance of about 95,952,934 new ordinary shares from CMB.TECH, assuming no adjustments occur to the exchange ratio.
Upcoming Corporate Approvals
CMB.TECH highlights an important forthcoming event: Golden Ocean has scheduled a special general meeting for shareholders, where they will vote on various critical matters, including the approval of the merger agreement. Shareholders listed as of a specified date will have the opportunity to participate in this voting process, contributing to an essential step towards the merger's completion.
Unanimous Board Support
It's significant to note that both CMB.TECH and Golden Ocean's governing boards have unanimously endorsed this merger. Interestingly, the transaction won’t necessitate a shareholder vote from CMB.TECH, which could expedite the process.
Post-Merger Ownership and Listing Implications
Upon finalizing the merger, CMB.TECH shareholders are expected to possess approximately 70% of the combined entity's issued share capital, with Golden Ocean shareholders accounting for around 30%. Additionally, Golden Ocean plans to delist its shares from the Nasdaq and Euronext Oslo Børs subsequent to the merger's completion. CMB.TECH intends to maintain its listings on the NYSE and Euronext Brussels, aiming for a secondary listing on Euronext Oslo Børs upon completing the merger.
Timeline and Strategic Vision
The aim is to finalize the merger swiftly following the Golden Ocean shareholder meeting, expected shortly in the future. This union is heralded as a strategic move to forge one of the largest diversified maritime groups globally, boasting a fleet of approximately 250 vessels.
Regulatory Considerations and Approvals
On the regulatory front, CMB.TECH successfully received antitrust clearance from the German Bundeskartellamt, underscoring rigorous adherence to competition laws. Additionally, a registration statement has been filed with the SEC, which gained effective status, paving the way for the merger's progression.
CMB.TECH: A Leader in Maritime Innovation
CMB.TECH operates over 160 vessels, focusing on diverse segments such as crude oil, bulk, and container shipping, while also investing in innovative energy solutions like hydrogen and ammonia fuel. With headquarters in Antwerp, Belgium, and offices worldwide, CMB.TECH embodies a commitment to future-proof maritime operations.
FAQ Section
What is the nature of the merger between CMB.TECH and Golden Ocean?
The merger is a stock-for-stock transaction where Golden Ocean will merge into CMB.TECH Bermuda Ltd., a subsidiary of CMB.TECH.
What will be the exchange ratio of shares in the merger?
The agreed exchange ratio is 0.95 shares of CMB.TECH for every Golden Ocean common share.
What can shareholders expect post-merger?
Post-merger, approximately 70% of the capital will be owned by CMB.TECH shareholders, and Golden Ocean shares will be delisted from their current markets.
Why is this merger significant?
This merger aims to create one of the largest diversified maritime companies, enhancing operational capabilities and fleet size.
Where is CMB.TECH headquartered?
CMB.TECH is headquartered in Antwerp, Belgium, with a global presence across several continents.
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