CMB.TECH and Golden Ocean to merge into ‘one of largest diversified listed maritime groups’

Dry bulk shipping company Golden Ocean Group (GOGL) and Belgian shipowner CMB.TECH have signed a term sheet for a contemplated merger, which is expected to create “one of the largest diversified listed maritime groups in the world” with a combined fleet of more than 250 vessels.

As revealed on April 23, Golden Ocean’s board of directors and CMB.TECH’s supervisory board unanimously approved the term sheet for the stock-for-stock merger with CMB.TECH as the surviving entity.

The transaction would be structured as a merger with Golden Ocean merging with and into CMB.TECH Bermuda, a wholly-owned subsidiary of CMB.TECH.

Upon completion of the merger, 95,952,934 new shares of CMB.TECH would be issued, whereby CMB.TECH shareholders would own approximately 70% of the total issued share capital of the combined company, and Golden Ocean shareholders would own approximately 30% (or 33% excluding treasury shares), the companies explained.

Golden Ocean would delist from NASDAQ and Euronext Oslo Børs, while CMB.TECH would remain listed on the New York Stock Exchange and Euronext Brussels and pursue a secondary listing on the Euronext Oslo Børs following and subject to completion of the merger.

The parties aim to enter into definitive transaction agreements, including an agreement and plan of merger, during the second quarter of 2025 and to complete the merger in the third quarter of 2025.

According to Golden Ocean, the merger would create one of the world’s largest diversified listed maritime groups with a combined fleet of more than 250 vessels.

Peder Simonsen, CEO of Golden Ocean, stated that the proposed merger with CMB.TECH gives the company “a great opportunity to be part of a large diversified maritime group”, creating “one of the largest and most modern dry bulk fleets in the world, including 87 modern Capesize and Newcastlemax vessels, with a favorable long-term outlook”.

“If completed, the merged company will be one of the largest listed maritime groups both in terms of market capitalisation, net asset value and expected share liquidity. This transaction will allow us to offer an even broader service to our customers, a wide range of possibilities to our employees and last but not least the creation of long-term added value to our shareholders,” Simonsen commented.

Carl Steen, Chairman of the Transaction Committee of Golden Ocean, said “the proposed exchange ratio based on a net asset value of CMB.TECH of 15.23 USD per share and a value of 14.49 USD per Golden Ocean share is fair”, adding that “this proposed merger is in the best interests of the company and its stakeholders”.

Alexander Saverys, CEO of CMB.TECH, highlighted that with this merger, the value of the company’s fleet would reach more than $11 billion and, combined with its public listings and enhanced liquidity in shares, enable necessary firepower to continue to invest in its fleet and seize opportunities.

“Our focus on decarbonisation is starting to generate meaningful long-term contracts, and the recent IMO decisions on limiting greenhouse gas emissions from shipping give us even more wind (and ammonia) in our sails. It’s full speed ahead to decarbonise today to navigate tomorrow,” Saverys concluded.

The term sheet for the proposed merger comes shortly after CMB.TECH’s agreement to acquire around 41% shares in Golden Ocean Group as part of its diversification strategy.