Bifogade filer
2025-08-19 16:22:33
RESULTS OF THE GOLDEN OCEAN SPECIAL GENERAL MEETING
ANTWERP, Belgium, 19 August 2025, 4:15 pm CEST - CMB.TECH NV (NYSE: CMBT &
Euronext Brussels: CMBT) ("CMB.TECH") notes that Golden Ocean Group Limited
(NASDAQ: GOGL & Euronext Oslo Børs: GOGL) ("Golden Ocean") has announced that it
held a Special General Meeting ("Golden Ocean SGM") of the shareholders of
Golden Ocean today, 19 August 2025, at 09:00 (local time) at Hamilton Princess
and Beach Club, 76 Pitts Bay Road, Hamilton HM 08.
Golden Ocean has announced that all resolutions set out in the notice of the
Golden Ocean SGM were approved by the shareholders, meaning that, among other
things, the stock-for-stock merger of Golden Ocean with and into 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"), has been approved.
Pursuant to the terms of the Merger, each outstanding common share of Golden
Ocean will be cancelled and exchanged for newly issued CMB.TECH ordinary shares
at an exchange ratio of 0.95 ordinary shares of CMB.TECH for each common share
of Golden Ocean.
Closing of the Merger is expected to take place on 20 August 2025.
About CMB.TECH
CMB.TECH is a diversified and future-proof maritime group that owns and operates
more than 160 seagoing vessels: crude oil tankers, dry bulk vessels, container
ships, chemical tankers, offshore wind vessels and workboats. 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".
About Golden Ocean
Golden Ocean is a Bermuda incorporated shipping company specialising in the
transportation of dry bulk cargoes. As of May 2025, the Golden Ocean fleet
consists of around 90 vessels, with an aggregate capacity of approximately 13.7
million deadweight tonnes. Golden Ocean's ordinary shares are listed on Nasdaq
with a secondary listing on the Euronext Oslo Børs under the ticker symbol
"GOGL".
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 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 failure to
satisfy the conditions to completion of the Merger set forth in the Merger
Agreement, the failure to complete the Merger within the expected timeframe or
at all, the potential for the Merger Agreement to be terminated in accordance
with its terms, the exercise of appraisal rights by 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.
This announcement is not a recommendation in favor of the proposed Merger
described herein. In connection with the proposed Merger, CMB.TECH has filed
with the SEC a registration statement 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 proposed Merger. YOU ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC,
BECAUSE THEY WILL 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