Golden Ocean, CMB.TECH ink merger deal

Golden Ocean and CMB.TECH NV have signed a term sheet for a proposed stock-for-stock merger that would see Golden Ocean merge into CMB.TECH, creating one of the world’s largest diversified listed maritime groups.

Under the agreed terms, Golden Ocean shareholders will receive 0.95 shares of CMB.TECH for each share they hold, subject to customary adjustments. CMB.TECH will be the surviving entity, and approximately 95.9 million new shares will be issued. Post-merger, CMB.TECH shareholders will own roughly 70% of the combined company (or 67% excluding treasury shares), while Golden Ocean shareholders will hold about 30% (33% excluding treasury shares).

The boards of both companies, including Golden Ocean’s independent Transaction Committee, have unanimously approved the term sheet. DNB Markets provided a fairness opinion, confirming that the exchange ratio is financially fair to Golden Ocean’s shareholders.

The combined group will operate a fleet of over 250 vessels, including 87 modern Capesize and Newcastlemax dry bulk carriers. The companies expect the merger to enhance shareholder value, improve service offerings, and strengthen their position in decarbonized shipping, backed by a fleet valued at over US$11 billion.

“This merger positions us within one of the largest and most modern dry bulk fleets globally,” said Peder Simonsen, CEO of Golden Ocean. “It strengthens our long-term outlook and our ability to create value for customers, employees, and shareholders.”

Alexander Saverys, CEO of CMB.TECH, added: “Combining our complementary fleets and public listings gives us greater scale, liquidity, and financial strength. We are focused on leading the decarbonisation of shipping and this merger accelerates that mission.”

The transaction is subject to confirmatory due diligence, definitive agreements, board and regulatory approvals, third-party consents, Golden Ocean shareholder approval, and SEC registration effectiveness. The parties aim to finalize transaction documents in Q2 2025 and complete the merger in Q3.

Upon completion, Golden Ocean will delist from NASDAQ and Euronext Oslo Børs. CMB.TECH will remain listed on the NYSE and Euronext Brussels and plans to seek a secondary listing in Oslo.

The merger, if completed, would reshape the global maritime landscape, uniting two major players under a single, diversified platform.

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