Hamilton, Bermuda – Golden Ocean Group Limited (NASDAQ: GOGL & Euronext Oslo Børs: GOGL) (“Golden Ocean”) today issued a crucial update regarding its previously announced merger with CMB.TECH NV (NYSE: CMBT & Euronext Brussels: CMBT) (“CMB.TECH”). This eagerly anticipated merger, initially publicized on May 28, 2025, is progressing steadily towards its anticipated completion, marking a significant milestone for both entities.
The merger process is contingent upon the timely fulfillment of all relevant closing conditions. Assuming these conditions are met, Golden Ocean and CMB.TECH are targeting a swift completion of the Merger shortly after Golden Ocean’s Special General Meeting, which is scheduled for August 19, 2025. The current expectation is for the merger to finalize on or around August 20, 2025. This projected date is also set to coincide with the inaugural day of trading for the newly issued CMB.TECH Merger consideration shares on the New York Stock Exchange (NYSE) and Euronext Brussels. Furthermore, it is tentatively planned to be the first day of trading for CMB.TECH on Euronext Oslo Børs, expanding its presence across key international exchanges.
A core aspect of this transformative merger involves the distribution of the new CMB.TECH ordinary shares to Golden Ocean shareholders. It is envisioned that Golden Ocean shareholders who hold their common shares trading on Nasdaq will receive their allocated portion of the new CMB.TECH ordinary shares that trade on the NYSE. Concurrently, Golden Ocean shareholders whose common shares trade on Euronext Oslo Børs are expected to receive their corresponding portion of the new CMB.TECH ordinary shares, which are anticipated to also trade on Euronext Oslo Børs. This meticulous approach ensures a streamlined transition for shareholders across different trading platforms.
To facilitate the seamless closing of the Merger, Golden Ocean has made a strategic decision to change its registrar within Euronext Securities Oslo (“VPS”). The Company will transition its registrar services from Nordea Trading & Custody Services, a division of Nordea Bank Abp, filial i Norge (“Nordea”), to DNB Carnegie, which is part of DNB Bank ASA (“DNB”). This change in registrar is a critical administrative step designed to ensure the efficient processing and transfer of shares in anticipation of the merger’s completion.
As part of this comprehensive transition, the entirety of Golden Ocean shares currently registered with Nordea in Euroclear will be transferred to DNB via Clearstream. This systematic transfer is essential for consolidating shareholder records under the new registrar, thereby paving the way for the smooth issuance and delivery of the CMB.TECH merger consideration shares.
In connection with this change of VPS registrar and to ensure the timely delivery and settlement of the Merger consideration shares to Golden Ocean shareholders whose shares trade on Euronext Oslo Børs through the VPS, a temporary conversion stop will be implemented within the VPS system. During this specific period, Golden Ocean shareholders will be unable to convert or transfer their Golden Ocean shares between Euronext Oslo Børs (VPS) and Nasdaq (DTC). Nordea is expected to suspend its conversion services approximately two (2) business days prior to the transfer to DNB, and this halt will remain in effect until the Merger has been completed. Following this, DNB aims to resume conversion services for the newly issued CMB.TECH shares approximately two (2) business days after CMB.TECH shares commence trading on Euronext Oslo Børs. Consequently, the conversion stop for Golden Ocean shares is anticipated to begin on or about August 4, 2025, and continue until the merger’s closing date, expected on or about August 20, 2025. This suspension will then extend for the CMB.TECH shares for approximately two (2) business days thereafter, with the precise timing contingent on the registrar change and the fulfillment of all relevant Merger closing conditions. This temporary measure is crucial for maintaining the integrity of share transfers and ensuring accurate distribution post-merger.
Insights into the Maritime and Green Technology Industries
The merger between Golden Ocean Group and CMB.TECH represents a fascinating confluence of traditional maritime shipping and innovative green technology, reflecting broader trends in global industries.
- Decarbonization of Shipping: The global shipping industry is under increasing pressure to reduce its carbon footprint. Mergers like this, involving companies with expertise in both traditional shipping and sustainable technologies, are crucial for developing and implementing greener solutions, such as alternative fuels and energy-efficient vessel designs.
- Synergy of Operations: The integration of a leading dry bulk owner and a developer of hydrogen and dual-fuel engine technology, like CMB.TECH, can create significant synergies. This enables direct access to cutting-edge clean propulsion systems and fuels, potentially giving the combined entity a substantial competitive advantage in an evolving regulatory landscape.
- Growth in Sustainable Investments: There is a growing global investor appetite for companies committed to environmental, social, and governance (ESG) principles. A merger that positions the combined entity at the forefront of sustainable shipping technology can attract a broader investor base and enhance long-term shareholder value.
- Technological Innovation in Maritime: The maritime sector is experiencing a wave of innovation beyond just fuel. This includes advancements in digitalization, automation, and advanced materials, all of which contribute to safer, more efficient, and environmentally friendly operations. The expertise brought by CMB.TECH could accelerate Golden Ocean’s adoption of such innovations.
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.
