Golden Ocean and CMB.TECH Signed Merger Agreement
Golden Ocean Group Limited (NASDAQ: GOGL) and CMB.TECH NV (NYSE: CMBT) have entered a significant phase in maritime history by signing a term sheet for a proposed stock-for-stock merger. This exciting development will see CMB.TECH assuming the role of a surviving entity. The exchange ratio for this merger is set at 0.95 shares of CMB.TECH for every share of Golden Ocean, subject to common adjustments.
Approval and Strategic Planning
The term sheet has garnered unanimous consent from the Board of Directors of Golden Ocean, which includes a specialized transaction committee made up of unbiased directors. Moreover, CMB.TECH’s Supervisory Board has also given its approval. The transaction contingent upon several customary conditions includes a fairness opinion from DNB Markets, which stated that the exchange ratio is financially fair for Golden Ocean’s shareholders.
Merger Structure and Implications
This merger will involve Golden Ocean merging with CMB.TECH Bermuda Ltd., a wholly owned subsidiary of CMB.TECH. Once the merger is finalized, shares of Golden Ocean not directly owned by CMB.TECH will be cancelled and replaced with newly issued CMB.TECH shares based on the previously mentioned exchange ratio. After the merger, CMB.TECH shareholders are projected to hold around 70% of the newly combined company, while Golden Ocean shareholders will retain approximately 30%, assuming no adjustments to the exchange ratio.
Impact on the Maritime Industry
The culmination of this merger is set to establish one of the largest diversified maritime groups globally, boasting a fleet of more than 250 vessels, thereby enhancing their position in the market.
Conditions for Finalizing the Merger
To complete the merger, customary conditions must be met. These include extensive due diligence, negotiation of definitive agreements, regulatory approvals, and validations by third parties as well as shareholders of Golden Ocean. Additionally, a registration statement will be filed with the U.S. Securities and Exchange Commission (SEC).
Future Steps After the Merger
Should this merger successfully reach completion, Golden Ocean will delist from NASDAQ and Euronext Oslo Børs. Meanwhile, CMB.TECH will continue to be listed on the New York Stock Exchange and Euronext Brussels and is eyeing a secondary listing on Euronext Oslo Børs post-merger.
Timeline for the Merger Process
The parties involved aim to finalize the transaction agreements, including the merger agreement, during the second quarter of the year to enable completion by the third quarter. However, stakeholders need to be aware that the details may change, and definitive agreements may not follow the initially outlined terms.
Comments from Leadership
Peder Simonsen, CEO of Golden Ocean, stated the merger opens exciting avenues for both companies. He noted: "The proposed merger creates a remarkable opportunity for Golden Ocean to become part of a larger diversified maritime collective. With a fleet that complements CMB.TECH's dry bulk vessels, we are on track to establish one of the most prominent and modern dry bulk fleets worldwide. This initiative will facilitate broader services for our customers, opportunities for employees, and long-term value for our shareholders."
Carl Steen, Chairman of the Transaction Committee at Golden Ocean, emphasized careful consideration of valuation in reaching a decision. He expressed confidence in the proposed exchange ratio reflecting a fair transaction for all parties involved.
Alexander Saverys, CEO of CMB.TECH, reaffirmed the benefits of this merger in expanding their fleet and reinforcing their market presence across diverse shipping divisions. He emphasized the commitment towards decarbonization and acknowledged the challenges posed by recent regulations intended to limit emissions in the shipping sector.
Upcoming Capital Markets Days
To provide additional insights, Golden Ocean and CMB.TECH have announced upcoming Capital Markets Days to be held in various locations.
Event Details for Capital Markets Day in Antwerp
The first event will be in Antwerp, Belgium, scheduled for the afternoon of April 24. This session will be a hybrid setup, offering both physical attendance and a virtual webcast. Details of the event will be shared through their respective channels prior to the date.
Capital Markets Day in Oslo
Following the Antwerp event, another Capital Markets Day is planned in Oslo, Norway, on April 29, allowing more stakeholders to engage and learn about the merger's developments and aspirations directly from the management teams.
About Golden Ocean and CMB.TECH
Golden Ocean specializes in the transportation of dry bulk cargo and has a fleet of approximately 91 vessels, showcasing a substantial carrying capacity. Their stock is listed on NASDAQ under the ticker symbol GOGL. Meanwhile, CMB.TECH operates over 150 varied vessels and offers innovative fuel solutions, focusing on a greener maritime future.
Frequently Asked Questions
What will be the outcome of the merger?
The merger aims to create one of the largest diversified maritime companies, enhancing service offerings and market capital.
What is the exchange ratio set for the merger?
The determined exchange ratio is 0.95 shares of CMB.TECH for each Golden Ocean share.
Are there any upcoming events related to the merger?
Yes, Capital Markets Days are scheduled for April 24 in Antwerp and April 29 in Oslo to discuss merger updates.
What will happen to Golden Ocean's shares after the merger?
Golden Ocean shares will be delisted from NASDAQ and Euronext Oslo Børs following the successful merger.
Why is this merger beneficial?
It creates a larger fleet, enhanced market presence, and is expected to provide better service and shareholder value.
