M&A - CMB.TECH NV

Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-30

Corporate Action: Merger

Type: Update

Accession Number: 000091957425003461

Filing Summary: CMB.TECH NV and its associated entities have entered into a definitive agreement and plan of merger with Golden Ocean Group Limited on May 28, 2025. This merger involves a stock-for-stock exchange where shareholders of Golden Ocean will receive 0.95 ordinary shares of CMB.TECH for every share held, with the surviving company being CMB.TECH Bermuda Ltd. Following the merger, CMB.TECH shareholders will hold approximately 70% of the new entity, while former Golden Ocean shareholders will own around 30%. The merger has been approved by the respective boards and is subject to customary conditions including shareholder approval and regulatory clearances. Additionally, the filing updates the beneficial ownership stake of the reporting persons in Golden Ocean, amounting to approximately 49.4%. No significant transactions have occurred among the reporting parties in the past 60 days.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-30

Corporate Action: Merger

Type: Update

Accession Number: 000095017025079740

Filing Summary: On May 28, 2025, CMB.TECH NV and Golden Ocean Group Limited announced a Merger Agreement for a stock-for-stock merger in which Golden Ocean will merge with and into CMB.TECH Bermuda Ltd., a wholly-owned subsidiary of CMB.TECH. Under the terms of the merger, each outstanding share of Golden Ocean will be exchanged for 0.95 newly issued Ordinary Shares of CMB.TECH, subject to customary adjustments. Approximately 95,952,934 new Ordinary Shares will be issued upon completion, with CMB.TECH shareholders owning about 70% of the total issued capital, while Golden Ocean shareholders will hold around 30%. The merger has been approved by both companies' boards and is subject to regulatory approvals, shareholder approval, and other conditions. The transaction aims to be completed in the third quarter of 2025, after which Golden Ocean will delist from public exchanges, while CMB.TECH will maintain its listings and seek secondary listings.

Form Type: 425

Filing Date: 2025-05-29

Corporate Action: Merger

Type: New

Accession Number: 000091957425003407

Filing Summary: CMB.TECH NV and Golden Ocean Group Limited have announced a stock-for-stock merger agreement, following a previously announced term sheet. The merger will merge Golden Ocean into CMB.TECH Bermuda Ltd., a wholly-owned subsidiary of CMB.TECH, with CMB.TECH Bermuda being the surviving entity. Golden Ocean shareholders will receive approximately 0.95 shares of CMB.TECH for each of their shares, potentially leading to CMB.TECH issuing around 95,952,934 new ordinary shares. Upon completion, CMB.TECH shareholders will own about 70% of the combined entity, with Golden Ocean shareholders holding 30%. The merger has been approved by both companies' boards and is subject to regulatory approvals, shareholder consent from Golden Ocean, and the effectiveness of a registration statement with the SEC. CMB.TECH will pursue secondary listing post-merger and expects to complete the merger in the third quarter of 2025.

Form Type: 425

Filing Date: 2025-05-29

Corporate Action: Merger

Type: New

Accession Number: 000091957425003413

Filing Summary: On May 28, 2025, Golden Ocean Group Limited and CMB.TECH NV announced the signing of a merger agreement for a stock-for-stock merger. Golden Ocean will merge with CMB.TECH Bermuda Ltd., a wholly-owned subsidiary of CMB.TECH, making CMB.TECH Bermuda the surviving entity. Each common share of Golden Ocean will be exchanged for 0.95 ordinary shares of CMB.TECH, assuming no adjustments. Upon completion, CMB.TECH expects to issue approximately 95,952,934 new shares. The merger aims to create a large diversified maritime group with around 250 vessels. CMB.TECH shareholders will hold approximately 70% of the total issued share capital post-merger. The agreement has been approved by the supervisory and transaction committees of both companies, with a fairness opinion obtained. Closing remains subject to regulatory approvals and shareholder approval from Golden Ocean, alongside other customary conditions. A secondary listing on Euronext Oslo Børs is also planned for CMB.TECH post-merger. Expected completion is aimed for Q3 2025.

Form Type: 425

Filing Date: 2025-05-27

Corporate Action: Merger

Type: Update

Accession Number: 000091957425003387

Filing Summary: CMB.TECH NV has filed a Form 425 regarding their proposed merger with Golden Ocean Group Ltd. The document highlights the first quarter earnings of CMB.TECH for 2025, with a reported profit of approximately $40 million. It notes that the significant transaction during this period was the acquisition of the Hemen stake in Golden Ocean, marking a pivotal step toward the merger. The merger is expected to create a leading diversified maritime group with a fleet expansion to 250 vessels, an overall fleet fair market value of $11.1 billion, and a projected NAV of close to $15 per share post-merger. Additionally, the company intends to list on various stock exchanges including NYSE and Euronext. The document outlines CMB.TECH's successful acquisition strategies, including entering into long-term contracts with notable companies and expanding their fleet with new ammonia-powered vessels, which supports their decarbonization strategy. Furthermore, the document discusses the financial metrics associated with the merger, CAPEX commitments, implications of industry regulations, and overall market analysis for various maritime sectors. It underlines a strategic emphasis on sustainable operations and competitive positioning within the maritime industry.

Form Type: 425

Filing Date: 2025-05-22

Corporate Action: Merger

Type: New

Accession Number: 000091957425003351

Filing Summary: CMB.TECH NV is announcing a proposed merger with Golden Ocean Group Ltd. CMB.TECH intends to file a registration statement on Form F-4 with the SEC, which will include a prospectus of CMB.TECH and a proxy statement of Golden Ocean. The document emphasizes the importance of reviewing the proxy statement/prospectus and other relevant SEC filings to obtain vital information regarding the merger and related matters.

Form Type: 425

Filing Date: 2025-05-21

Corporate Action: Merger

Type: Update

Accession Number: 000091957425003325

Filing Summary: Golden Ocean Group Limited reported its unaudited financial results for the first quarter of 2025, showing a net loss of $44.1 million and a loss per share of $0.22. This contrasts sharply with the previous quarter's profit of $39.0 million. A significant highlight is the proposed stock for-stock merger with CMB.TECH NV, where CMB.TECH NV will be the surviving entity, and the exchange ratio is set at 0.95 shares of CMB.TECH for each share of Golden Ocean. This merger announcement follows a weaker market environment impacting charter rates and trading activities, exacerbated by increased drydocking commitments. Management remains optimistic about the dry bulk shipping sector's long-term fundamentals despite short-term volatility and plans to continue enhancing fleet efficiency and operational discipline while prioritizing shareholder returns, potentially including future dividends. On the operational front, the company also announced entering into agreements to sell two Kamsarmax vessels and highlighted current drydocking activities.

Form Type: 425

Filing Date: 2025-05-21

Corporate Action: Merger

Type: Update

Accession Number: 000091957425003329

Filing Summary: CMB.TECH NV announced its Q1 2025 financial results with a profit of USD 40.4 million and a contract backlog increase of USD 921 million, totaling USD 2.94 billion. The company has acquired Hemen Holding's stake in Golden Ocean, representing approximately 40.8% of Golden Ocean's outstanding shares, and signed a term sheet for a stock-for-stock merger with Golden Ocean. If completed, this merger would position CMB.TECH among the top dry bulk shipowners worldwide with a fleet exceeding 250 vessels. The merger involves an exchange ratio of 0.95 shares of CMB.TECH for each share of Golden Ocean, with plans to issue about 95.95 million new CMB.TECH shares post-merger. The completion of this transaction is dependent on various conditions, including board and regulatory approvals, and is expected to be finalized in Q3 2025.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-04-24

Corporate Action: Merger

Type: Update

Accession Number: 000091957425002596

Filing Summary: This Amendment No. 3 amends and supplements the previously filed Schedule 13D documents with the SEC concerning Golden Ocean Group Limited. It discusses a term sheet for a stock-for-stock merger where CMB.TECH Bermuda Ltd. (CMBT Subsidiary) would be the surviving entity. The merger, with an exchange ratio of 0.95 ordinary shares of CMBT for each common share of the Issuer, aims to align ownership whereby approximately 70% of CMBT would be held by its shareholders, and about 30% by former shareholders of the Issuer, assuming no adjustments. The transaction is subject to customary conditions, including due diligence, regulatory approvals, and shareholder consent. Future listings and plans following the merger are also outlined, with a proposal to conclude the definitive agreements by the second quarter of 2025 and complete the merger by the third quarter of 2025. The term sheet is non-binding, and terms may change or not be finalized at all.

Form Type: 425

Filing Date: 2025-04-23

Corporate Action: Merger

Type: New

Accession Number: 000091957425002564

Filing Summary: CMB.TECH NV and Golden Ocean Group Limited have signed a term sheet for a stock-for-stock merger, wherein CMB.TECH will be the surviving entity. The merger is based on an exchange ratio of 0.95 shares of CMB.TECH for each share of Golden Ocean. The supervisory board of CMB.TECH and the board of directors of Golden Ocean, including a special transaction committee, have unanimously approved the term sheet. A fairness opinion indicated that the exchange ratio is fair for Golden Ocean’s shareholders. Approximately 95.9 million new shares of CMB.TECH will be issued post-merger, with existing Golden Ocean shares being cancelled and exchanged for new shares at the specified ratio. CMB.TECH shareholders are expected to hold about 70% of the combined company, while Golden Ocean shareholders would own about 30%. The merger will create a large diversified maritime group, requiring multiple approvals and conditions before completion. CMB.TECH will pursue a secondary listing on Euronext Oslo Børs, and aims to finalize transaction agreements in Q2 2025, with completion targeted for Q3 2025. The press release was issued on April 22, 2025, and included comments from company executives regarding the strategic benefits of the merger and the anticipated growth of the combined maritime group.

Form Type: 425

Filing Date: 2025-04-23

Corporate Action: Merger

Type: New

Accession Number: 000091957425002568

Filing Summary: Golden Ocean Group Limited and CMB.TECH NV have signed a term sheet for a stock-for-stock merger, with CMB.TECH as the surviving entity. The agreed exchange ratio is 0.95 shares of CMB.TECH for each Golden Ocean share, subject to adjustments. The transaction has received unanimous approval from both boards, including a fairness opinion affirming the exchange ratio's fairness for shareholders. Upon merger completion, around 95,952,934 new CMB.TECH shares will be issued, leading to approximately 70% ownership for CMB.TECH shareholders and 30% for Golden Ocean shareholders. The merger aims to form a major diversified maritime group with a fleet of over 250 vessels, subject to due diligence and further approvals. Definitive agreements are expected by Q2 2025, with a target completion in Q3 2025. Peder Simonsen and Carl Steen mentioned the merger's strategic benefits, enhancing fleet capabilities and contributing to long-term shareholder value.

Form Type: SCHEDULE 13D

Filing Date: 2025-03-11

Corporate Action: Acquisition

Type: New

Accession Number: 000091957425001904

Filing Summary: On March 4, 2025, CMB.TECH Subsidiary entered into a share purchase agreement with Hemen Holding Limited to acquire all 81,363,730 common shares of Golden Ocean Group Limited (representing 40.8% of the Issuer's share capital) at a purchase price of USD 14.49 per share, totaling approximately USD 1.178 billion. The acquisition is part of CMB.TECH's strategic objective to diversify its portfolio and become a long-term shareholder in the Issuer while investing in a modern dry bulk fleet. To finance the acquisition, CMB.TECH entered into a bridge facilities agreement with various banks for loans totaling USD 1.4 billion. The Reporting Persons may also engage in discussions with the Issuer's management regarding financial condition and strategic plans and reserve the right to acquire or dispose of shares as needed. They currently beneficially own 40.8% of the Issuer's issued and outstanding shares, with no known plans for future actions that would affect the Issuer's current operational structure aside from this acquisition.