Bifogade filer
2025-08-20 08:37:42
ANTWERP, Belgium, 20 August 2025, 8.30 am CEST - CMB.TECH NV (NYSE: CMBT,
Euronext Brussels: CMBT and Euronext Oslo Børs: CMBTO) ("CMB.TECH") is pleased
to announce that it has successfully completed the stock-for-stock merger
between Golden Ocean Group Limited ("Golden Ocean") and CMB.TECH Bermuda Ltd., a
wholly-owned subsidiary of CMB.TECH, with CMB.TECH Bermuda Ltd. as the surviving
company, and with CMB.TECH as the issuer of the merger consideration shares (the
"Merger").
Approval by Golden Ocean shareholders
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 ("NYSE") today. In addition, Euronext Oslo Børs
("Euronext Oslo") 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 U.S. 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 U.S. 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 USD 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 USD 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 USD 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. 11 billion USD 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 3 billion USD ... and one goal : decarbonise today to navigate tomorrow."
Settlement
Yesterday was the last day of trading of Golden Ocean shares on Nasdaq and
Euronext Oslo. Holders of Golden Ocean shares at the effective date of the
Merger (i.e. 20 August 2025, before market opening CEST) 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.
Holders of Golden Ocean shares on Nasdaq registered in the Depository Trust
Company ("DTC") as at the closing of trading on 19 August 2025 (as evidenced in
DTC on 20 August 2025 (record date in DTC) in accordance with the T+1 settlement
cycle in DTC), will receive their ordinary CMB.TECH shares through the DTC, with
settlement taking place on 21 August 2025 (settlement date in DTC). Holders of
Golden Ocean shares on Euronext Oslo registered in the VPS as at the closing of
trading on 19 August 2025 (as evidenced in VPS on 21 August 2025 (record date in
VPS) in accordance with the T+2 settlement cycle in VPS), will receive their
ordinary CMB.TECH shares through the VPS, with settlement taking place on
22 August 2025 (settlement date in VPS). For the avoidance of doubt, the
abovementioned shares will be freely tradable as of 20 August 2025.
To ensure timely delivery and settlement of the new ordinary CMB.TECH shares to
former Golden Ocean shareholders on Euronext Oslo through the VPS, each of
CMB.TECH and CMB have entered into short-term share lending agreements with DNB
Carnegie, a part of DNB Bank ASA. Under this arrangement, 25,807,878 treasury
shares held by CMB.TECH and 13,410,448 ordinary CMB.TECH shares held by CMB have
been lent to DNB Carnegie immediately prior to completion of the Merger. The
borrowed shares are expected to be returned to each of CMB.TECH and CMB,
respectively, on or about 21 August 2025. No consideration is due by either
party under the share lending arrangement.
Transparency law
In application of article 15 of the Belgian Law of 2 May 2007 on the disclosure
of major shareholdings in issuers whose shares are admitted for trading on a
regulated market, CMB.TECH publishes (i) the total share capital, (ii) the total
number of securities with voting rights and (iii) the total number of voting
rights, in view of the changes thereto pursuant to today's capital increase:
Situation as at 20 August 2025:
Total share capital (excluding share premium): USD 343,439,903.39
Total number of securities with voting right and total number of voting rights
(= denominator): 315,977,647
The denominator serves as a basis for the notification of major shareholdings by
shareholders. Following the capital increase and the termination of the
short-term share lending arrangement, the total number of outstanding shares
(excluding treasury shares) is 290,169,769.
About CMB.TECH
CMB.TECH is one of the largest listed, diversified and future-proof maritime
groups in the world with a fleet of about 250 vessels: dry bulk vessels, crude
oil tankers, chemical tankers, container vessels, offshore wind vessels and port
vessels. CMB.TECH also offers hydrogen and ammonia fuel to customers, through
own production or third-party producers.
CMB.TECH is headquartered in Antwerp, Belgium, and has offices across Europe,
Asia, United States and Africa.
CMB.TECH is listed on Euronext Brussels and the NYSE under the ticker symbol
"CMBT" and on Euronext Oslo Børs under the ticker symbol "CMBTO".
Forward-Looking Statements
Matters discussed in this press release may constitute forward-looking
statements within the meaning of the U.S. Private Securities Litigation Reform
Act of 1995, which provides safe harbor protections for forward-looking
statements in order to encourage companies to provide prospective information
about their business. Forward-looking statements include statements concerning
plans, objectives, goals, strategies, future events or performance, and
underlying assumptions and other statements, which are other than statements of
historical facts. CMB.TECH desires to take advantage of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995 and is
including this cautionary statement in connection with this safe harbor
legislation. The words "believe", "anticipate", "intends", "estimate",
"forecast", "project", "plan", "potential", "may", "should", "expect", "pending"
and similar expressions identify forward-looking statements.
The forward-looking statements in this press release are based upon various
assumptions, many of which are based, in turn, upon further assumptions,
including without limitation, our management's examination of historical
operating trends, data contained in our records and other data available from
third parties. Although we believe that these assumptions were reasonable when
made, because these assumptions are inherently subject to significant
uncertainties and contingencies which are difficult or impossible to predict and
are beyond our control, we cannot assure that we will achieve or accomplish
these expectations, beliefs or projections.
In addition to these important factors, other important factors that, in our
view, could cause actual results to differ materially from those discussed in
the forward-looking statements include, but are not limited to, the exercise of
appraisal rights by former Golden Ocean shareholders, the potential for
litigation in connection with the Merger, the failure of counterparties to fully
perform their contracts with us, the strength of world economies and currencies,
general market conditions, including fluctuations in charter rates and vessel
values, changes in demand for dry bulk and tanker vessel capacity, changes in
our operating expenses, including bunker prices, dry-docking and insurance
costs, the market for our vessels, availability of financing and refinancing,
charter counterparty performance, ability to obtain financing and comply with
covenants in such financing arrangements, changes in governmental rules and
regulations or actions taken by regulatory authorities, potential liability from
pending or future litigation, general domestic and international political
conditions, potential disruption of shipping routes due to accidents or
political events, vessels breakdowns and instances of off-hires and other
factors. Please see our filings with the United States Securities and Exchange
Commission for a more complete discussion of these and other risks and
uncertainties.
You are cautioned not to place undue reliance on CMB.TECH's forward-looking
statements. These forward-looking statements are and will be based upon
management's then-current views and assumptions regarding future events and
operating performance and are applicable only as of the dates of such
statements. CMB.TECH assumes no duty to update or revise forward-looking
statements, whether as a result of new information, future events or otherwise,
as of any future date.
Disclaimer
This press release is also published in Dutch. If ambiguities should arise from
the different language versions, the English version will prevail.
Copies of this announcement are not being made and may not be distributed or
sent into any jurisdiction in which such distribution would be unlawful or would
require registration or other measures. Persons distributing this communication
must satisfy themselves that it is lawful to do so. The potential transactions
described in this announcement and the distribution of this announcement and
other information in connection with the potential transactions in certain
jurisdictions may be restricted by law and persons into whose possession this
announcement, any document or other information referred to herein comes should
inform themselves about, and observe, any such restrictions.
In connection with the Merger, CMB.TECH has filed with the SEC a registration
statement on Form F-4 that includes a prospectus of CMB.TECH and a proxy
statement of Golden Ocean. CMB.TECH also has filed other relevant documents with
the SEC regarding the Merger. YOU ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS. You may
obtain a free copy of the proxy statement/prospectus and other relevant
documents that CMB.TECH files with the SEC at the SEC's website at www.sec.gov.
Contact
CMB.TECH
Katrien Hennin
Head of Marketing and Communications CMB.TECH
+32 499 39 34 70
katrien.hennin@cmb.tech
Joris Daman
Head of Investor Relations
Tel: +32 498 61 71 11
joris.daman@cmb.tech