CMB.TECH completes merger with Golden Ocean

At yesterday’s special general meeting of shareholders of Golden Ocean, the Merger was approved by shareholders holding 92.72% of the shares present or represented at the meeting.

Capital increase

This morning, CMB.TECH has issued 95 952 934 new ordinary shares by means of a capital increase by contribution in kind. These shares will be delivered to former holders of Golden Ocean 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.

The newly issued CMB.TECH shares will begin trading on Euronext Brussels and on the New York Stock Exchange today. In addition, Euronext Oslo Børs has approved CMB.TECH’s application for the secondary listing of its shares on the regulated market Euronext Oslo. CMB.TECH’s ordinary shares (including the newly issued shares) will begin trading on Euronext Oslo today, under ticker symbol “CMBTO”. As part of the secondary listing on Euronext Oslo, CMB.TECH has also established a secondary share register in the Norwegian central securities depository, Euronext Securities Oslo (Verdipapirsentralen) (the “VPS”), with DNB Bank ASA, Issuer Services (“DNB”) as its VPS registrar, which is linked to the US component of CMB.TECH’s primary share register.

More information on the Merger can be found in (i) the registration statement on Form F-4 which was declared effective by the US Securities and Exchange Commission on 16 July 2025 (the “Registration Statement”) and (ii) the exemption document under the EU Prospectus Regulation (EU) 2017/1129 and the Commission Delegated Regulation (EU) 2021/528 (the “Exemption Document”) published on 14 August 2025 in the framework of the Merger and which are available on CMB.TECH’s website.

Key benefits and features of the merger

The merger creates one of the world's largest diversified listed maritime groups, featuring:

• A combined diversified fleet of around 250 vessels, including dry bulk vessels, crude oil tankers, chemical tankers, container ships, offshore wind vessels and port vessels
• A future-proof fleet with more than 80 hydrogen- and ammonia-ready vessels, offering low-carbon fuel optionality
• Fair market value of the fleet of approximately US$11.1 billion, underscoring scale and asset values
• Young and fuel-efficient fleet with an average age of 6.1 years
• Solid revenue visibility with a contract backlog of approximately US$3.0 billion, supporting predictable cash flows and shareholder returns
• Global capital market presence with listings in New York, Brussels, and Oslo, with 38% expected free float providing trading liquidity
• Robust liquidity position exceeding US$400 million, including cash on hand and undrawn credit facilities, providing financial flexibility and growth capacity

Alexander Saverys, CEO of CMB.TECH, commented: “Today, we are delighted to close the merger between CMB.TECH and Golden Ocean. In less than 18 months, we have transformed a pure play crude oil tanker company into a large and leading diversified and future-proof maritime group. As we welcome the Golden Ocean team and fleet to the CMB.TECH family, we look forward to creating value for all our stakeholders with our modern fleet of more than 250 ships. US$11 billion worth of assets, three public listings in New York, Brussels and Oslo, more than one third of our fleet ready to be powered by low carbon fuels, a contract backlog of US$3 billion … and one goal : decarbonise today to navigate tomorrow.”

Read the article online at: https://www.drybulkmagazine.com/dry-bulk/20082025/cmbtech-completes-merger-with-golden-ocean/