- Golden Ocean Shareholders to Vote on Merger on 19 August.
- CMB.TECH Plans Issuance of 95.9 Million Shares for Merger.
- Merger Closing Expected Around 20 August, Pending Approvals.
On 11 August 2025, 8.30 am CEST, CMB. TECH NV (NYSE: CMBT & Euronext Brussels: CMBT) has shared an important update regarding its upcoming stock-for-stock merger with Golden Ocean Group Limited, reports CMB. TECH.
Merger Structure and Exchange Ratio
This merger is set up as a stock-for-stock deal, where Golden Ocean will merge into CMB.TECH Bermuda Ltd., a fully-owned subsidiary of CMB.TECH, which will continue as the surviving entity.
According to the Merger Agreement, all outstanding common shares of Golden Ocean will be swapped for newly issued ordinary shares of CMB.TECH at an exchange ratio of 0.95 ordinary shares of CMB.TECH for each common share of Golden Ocean, with some customary adjustments. Once everything is finalised, CMB.TECH is expected to issue around 95,952,934 new ordinary shares, assuming the exchange ratio remains unchanged.
Golden Ocean Special General Meeting
Golden Ocean has set a special general meeting (SGM) for August 19, 2025, at 9:00 AM ADT, taking place at the Hamilton Princess and Beach Club in Bermuda. During this meeting, shareholders will cast their votes to approve the Merger Agreement, the Bermuda Merger Agreement, and other related transactions, including the appointment of the exchange agent. Shareholders of Golden Ocean who are on record as of July 16, 2025, will have the right to vote at this meeting. You can find the meeting notice on Golden Ocean’s website.
Expected Timeline and Closing Conditions
Once we get the green light from shareholders at the Golden Ocean SGM and secure the secondary listing approval on Euronext Oslo Børs, along with meeting some closing conditions, like the ongoing refinancing for Golden Ocean, the goal is to wrap up the merger soon after the SGM. We’re looking at a closing date around 20 August 2025, which will also mark the first day that the new CMB.TECH shares start trading on NYSE, Euronext Brussels, and tentatively on Euronext Oslo Børs. Just a heads up, the last day for trading Golden Ocean shares on Nasdaq and Euronext Oslo Børs will be the day before we close.
Regulatory Filings and Legal Matters
You can find more details in CMB.TECH’s registration statement on Form F-4, which was filed with the U.S. Securities and Exchange Commission on 1 July 2025 and got the official nod on 16 July 2025. CMB.TECH is aware that Golden Ocean has received standard demand letters asking for more information related to the Registration Statement, along with some communication from certain shareholders who want to exercise their dissenters’ rights under Bermuda law. Legal proceedings related to this have been initiated, and both CMB.TECH and Golden Ocean will take a close look at these claims and respond as needed.
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Source: CMB.TECH
