Golden Ocean and CMB.TECH Lock in Merger

Golden Ocean Group Limited (NASDAQ: GOGL) and CMB.TECH NV (NYSE: CMBT) have announced their merger agreement, which will establish one of the world’s largest listed diversified maritime groups.

The announcement details a stock-for-stock merger, initially announced in April, where Golden Ocean will merge with CMB.TECH Bermuda Ltd., a wholly-owned subsidiary of CMB.TECH. Under the agreement, Golden Ocean shareholders will receive 0.95 ordinary shares of CMB.TECH for each common share they hold, resulting in the issuance of approximately 95,952,934 new ordinary shares.

The combined entity will operate a substantial fleet of approximately 250 vessels. Golden Ocean currently operates more than 90 vessels with roughly 13.7 million deadweight tonnes capacity, specializing in dry bulk cargo transportation. CMB.TECH brings to the table more than 160 vessels, including crude oil tankers, dry bulk vessels, container ships, chemical tankers, and offshore wind vessels. The company also maintains a presence in alternative fuels, offering hydrogen and ammonia fuel solutions.

Post-merger ownership structure will see CMB.TECH shareholders holding approximately 70% of the total issued share capital (67% excluding treasury shares), while Golden Ocean shareholders will own approximately 30% (33% excluding treasury shares).

The merger has received unanimous approval from both companies’ boards, with DNB Carnegie providing a fairness opinion confirming the exchange ratio’s fairness to Golden Ocean’s shareholders. The deal remains subject to regulatory approvals, Golden Ocean shareholder approval, and SEC registration requirements.

Following the merger’s completion, Golden Ocean will delist from Nasdaq and Euronext Oslo Børs, while CMB.TECH will maintain its NYSE and Euronext Brussels listings, with plans to pursue a secondary listing on Euronext Oslo Børs. The companies anticipate completing the merger in the third quarter of 2025, subject to closing conditions.

CMB.TECH, headquartered in Antwerp, Belgium, maintains a global presence with offices across Europe, Asia, United States, and Africa, positioning the merged entity for significant international maritime operations.

Seward & Kissel served as U.S. transaction counsel for CMB.TECH and Golden Ocean in the merger. The Seward & Kissel team, led by partner Keith Billotti, included partners Jim Abbott and Walter Van Dorn, associate Madison Pesce, and law clerk Olivia Brand.

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