CMB.TECH NV provides a market update on the progress of the stock-for-stock merger between CMB.TECH and Golden Ocean Group Limited.

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 Ocean1 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.

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.
Source: CMB.TECH