お知らせ • Aug 20
Cmb.Tech NV (ENXTBR:CMBT) Completed the acquisition of remaining 50.65% stake in Golden Ocean Group Limited (NasdaqGS:GOGL).
Cmb.Tech NV (ENXTBR:CMBT) signed a term sheet to acquire remaining 50.65% stake in Golden Ocean Group Limited (NasdaqGS:GOGL) for approximately BMD 880 million on April 22, 2025. Cmb.Tech NV signed an agreement to acquire remaining 50.65% stake in Golden Ocean Group Limited on May 28, 2025. The consideration consists of common equity of Cmb.Tech NV at a ratio of 0.95 per common equity of Golden Ocean Group Limited subject to customary adjustments, including to reflect share buybacks, share issuances and/or dividend distributions that may take place prior to completion of the Merger. 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 (or 67% excluding treasury shares) and Golden Ocean shareholders would own approximately 30% (or 33% excluding treasury shares), assuming the Exchange Ratio is not adjusted. Upon completion of the Merger, Golden Ocean would delist from NASDAQ and Euronext Oslo Børs. CMB.TECH would remain listed on the New York Stock Exchange and Euronext Brussels and will pursue a secondary listing on the Euronext Oslo Børs following and subject to completion of the Merger. As of April 3, 2025, CMB.TECH NV indirectly held a total of 98,400,304 shares of Golden Ocean, representing approximately 49.4% of Golden Ocean's outstanding voting shares. Upon completion of the Merger, Golden Ocean will delist from the Nasdaq Global Select Market ("Nasdaq") and Euronext Oslo Børs. CMB.TECH will remain listed on the NYSE and Euronext Brussels and will pursue a secondary listing on Euronext Oslo Børs subject to completion of the Merger.
The transaction is subject to remains subject to customary conditions, including confirmatory due diligence, negotiation and execution of definitive transaction agreements, applicable board approvals, regulatory approvals, third-party consents, Golden Ocean shareholder approval, and effectiveness of a registration statement on Form F-4 to be filed by CMB.TECH with the U.S. Securities and Exchange Commission. The Board of Directors of Golden Ocean Group Limited formed a special committee and has unanimously approved the transaction. The Merger Agreement has been unanimously approved by CMB.TECH’s Supervisory Board and by Golden Ocean’s Board of Directors and its special transaction committee composed solely of disinterested directors of Golden Ocean’s Board of Directors. The consummation of the Merger remains subject to customary conditions, including regulatory approvals, Golden Ocean shareholder approval, effectiveness of a registration statement on Form F-4 to be filed by CMB.TECH with the U.S. Securities and Exchange Commission (“SEC”) and obtaining approval for the listing of the Merger Consideration Shares on the New York Stock Exchange and certain antitrust and other approvals specified in the Merger Agreement. The Merger Agreement provides for certain termination rights for both Golden Ocean and CMB.TECH, including the mutual right to terminate if the Merger is not consummated by December 31, 2025 (subject to extension until March 31, 2026, upon certain conditions), including failure to obtain certain regulatory approvals. The parties aim to enter into definitive transaction agreements, including an agreement and plan of merger, during the second quarter of 2025 and Assuming timely fulfillment of the relevant closing conditions, the parties aim to complete the Merger in the third quarter of 2025. On 26 June 2025, CMB.TECH received antitrust clearance from the German Bundeskartellamt (Federal Cartel Office). CMB.TECH notes the announcement by Golden Ocean to hold a special general meeting on August 19, 2025. As on July 28, 2025, Assuming timely fulfillment of the relevant closing conditions, the parties aim to complete the Merger as soon as possible after the Golden Ocean Special General Meeting scheduled for August 19, 2025, currently expected on or around August 20, 2025, which will also be the first day of trading for the newly issued CMB.TECH Merger consideration shares on NYSE, Euronext Brussels and, tentatively, the first day of trading of CMB.TECH on Euronext Oslo Børs. As on August 18, 2025 The Effective date for completion of the Merger will be August 20, 2025 subject inter alia to a positive outcome of the Golden Ocean Special General Meeting on August 19, 2025. As on August 19, 2025 the stock-for-stock merger of Golden Ocean with Cmb.Tech NV has been approved.
DNB Markets acted as financial advisor to Golden Ocean Group Limited. DNB Markets acted as fairness opinion provider to Golden Ocean Group Limited. DNB Carnegie acted as the financial advisor and fairness opinion provider to Golden Ocean Group Limited (NasdaqGS:GOGL). Keith Billotti, Ted Horton, Nick Katsanos of Seward & Kissel LLP, Nico Goossens and Henri Nelen of Argo Law BV, Advokatfirmaet BAHR AS and Conyers Dill & Pearman Limited are acting as legal advisors to CMB.TECH. Crédit Agricole Corporate and Investment Bank, ING Belgium SA/NV, KBC Securities NV and Société Générale are acting as financial advisors to CMB.TECH. Seward & Kissel LLP, Erlend Brun Bakken and Viggo Bang-Hansen of Advokatfirmaet Schjødt AS, A&O Shearman LLP and MJM Limited are acting as legal advisors to Golden Ocean. DNB Carnegie, a part of DNB Bank ASA, is acting as financial advisor to Golden Ocean.
Cmb.Tech NV (ENXTBR:CMBT) Completed the acquisition of remaining 50.65% stake in Golden Ocean Group Limited (NasdaqGS:GOGL) on August 20, 2025. As of August 20, 2025 Holders of Golden Ocean shares at the effective date of the Merger will receive their portion of ordinary CMB.TECH shares as merger consideration at the exchange ratio of 0.95 ordinary shares of CMB.TECH for each common share of Golden Ocean (subject to rounding), in accordance with the merger agreement.
