Golden Ocean Group

M&A Activity • Apr 22, 2025

GOGL - Merger Between CMB.Tech and Golden Ocean

GOGL - Merger Between CMB.Tech and Golden Ocean

HAMILTON, Bermuda, 22 April, 2025, 10.30 pm CET - Golden Ocean Group Limited

(NASDAQ: GOGL & Euronext Oslo Børs: GOGL) ("Golden Ocean") and CMB.TECH NV

(NYSE: CMBT & Euronext Brussels: CMBT) ("CMB.TECH") are pleased to announce that

they have signed a term sheet (the "Term Sheet") for a contemplated stock-for-

stock merger, with CMB.TECH as the surviving entity, based on an exchange ratio

of 0.95 shares of CBM.TECH for each share of Golden Ocean (the "Exchange

Ratio"), subject to customary adjustments.

The Term Sheet has been unanimously approved by Golden Ocean's Board of

Directors, including its special transaction committee composed of disinterested

directors (the "Transaction Committee"), and by CMB.TECH's Supervisory Board. As

part of this, the Transaction Committee has received a fairness opinion from its

financial advisor DNB Markets, part of DNB Bank ASA, concluding that the

Exchange Ratio is fair from a financial point of view to Golden Ocean's

shareholders.

The transaction would be structured as a merger with Golden Ocean merging with

and into CMB.TECH Bermuda Ltd., a wholly-owned subsidiary of CMB.TECH (the

"Merger"). Existing shares of Golden Ocean, which are not (directly or

indirectly) owned by CMB.TECH, will be cancelled and ultimately exchanged for

newly issued CMB.TECH shares at an exchange ratio of 0.95 shares of CBM.TECH for

each share of Golden Ocean, subject to customary adjustments, including to

reflect share buybacks, share issuances and/or dividend distributions that may

take place prior to completion of the Merger. Upon completion of the Merger,

95,952,934 new shares of CMB.TECH would be issued, whereby CMB.TECH shareholders

would own approximately 70% of the total issued share capital of the combined

company (or 67% excluding treasury shares) and Golden Ocean shareholders would

own approximately 30% (or 33% excluding treasury shares), assuming the Exchange

Ratio is not adjusted.

The Merger will create one of the largest diversified listed maritime groups in

the world with a combined fleet of more than 250 vessels.

The consummation of the Merger remains subject to customary conditions,

including confirmatory due diligence, negotiation and execution of definitive

transaction agreements, applicable board approvals, regulatory approvals, third-

party consents, Golden Ocean shareholder approval, and effectiveness of a

registration statement on Form F-4 to be filed by CMB.TECH with the U.S.

Securities and Exchange Commission ("SEC").

Upon completion of the Merger, Golden Ocean would delist from NASDAQ and

Euronext Oslo Børs. CMB.TECH would remain listed on the New York Stock Exchange

and Euronext Brussels and will pursue a secondary listing on the Euronext Oslo

Børs following and subject to completion of the Merger.

The parties aim to enter into definitive transaction agreements, including an

agreement and plan of merger, during the second quarter of 2025 and to complete

the Merger in the third quarter of 2025. Shareholders should be informed that

definitive transaction agreements may not be entered into on the indicated terms

mentioned herein, or at all.

Peder Simonsen, CEO of Golden Ocean, commented: "The proposed merger with

CMB.TECH gives Golden Ocean a great opportunity to be part of a large

diversified maritime group. Our fleet and CMB.TECH's dry bulk vessels are very

complementary and would create one of the largest and most modern dry bulk

fleets in the world, including 87 modern Capesize and Newcastlemax vessels, with

a favorable long-term outlook. If completed, the merged company will be one of

the largest listed maritime groups both in terms of market capitalisation, net

asset value and expected share liquidity. This transaction will allow us to

offer an even broader service to our customers, a wide range of possibilities to

our employees and last but not least the creation of long-term added value to

our shareholders."

Carl Steen, Chairman of the Transaction Committee of Golden Ocean, commented:

"The disinterested directors of Golden Ocean have analysed the values of both

companies in a possible stock-for-stock merger. We have concluded unanimously

that the proposed exchange ratio based on a net asset value of CMB.TECH of

15.23 USD per share and a value of 14.49 USD per Golden Ocean share is fair, and

believe this proposed merger is in the best interests of the company and its

stakeholders."

Alexander Saverys, CEO of CMB.TECH, commented: "By merging CMB.TECH and Golden

Ocean, we would take another great step forward in building our leading

diversified maritime group. Our fleet would grow to more than 250 modern vessels

spread over five shipping divisions. The value of our fleet would reach more

than 11 billion USD and, combined with our public listings and enhanced

liquidity in our shares, we will have all the necessary firepower to continue to

invest in our fleet and seize opportunities. Our focus on decarbonisation is

starting to generate meaningful long-term contracts, and the recent IMO

decisions on limiting greenhouse gas emissions from shipping give us even more

wind (and ammonia) in our sails. It's full speed ahead to decarbonise today to

navigate tomorrow!"

For further information, reference is made to the presentation made available on

the website of CMB.TECH

(https://protect.checkpoint.com/v2/___https://cmb.tech/investors/financial-

information/investor-calls-and-

presentations___.YzJlOnNjaGpkdGFzOmM6bzo5Y2YwNzY4YzY2ZDkwNWM4NjRkOWQ1OGQ3OGQ0OWZ

hMzo2OjRkYjc6MmZlZTJkMTkwYjNjNmZlYTQ5ZTc3MWRmZTI5NWU3OTUxNzZkMWQ4YzJhZTBlYmNkMjB

mODMwMTgzMmIzYmU5OTpwOlQ6Tg)

Capital Markets Days

To share more information, Golden Ocean and CMB.TECH will host Capital Markets

Days in Antwerp, Belgium on 24 April 2025 (14:00 CET) and in Oslo, Norway on 29

April 2025 (14:00 CET).

The calls will be hybrid webcasts with an accompanying slideshow. You can find

details of both conference calls, including the links to the conference calls

below and on the websites of CMB.TECH

(https://protect.checkpoint.com/v2/___https://cmb.tech/___.YzJlOnNjaGpkdGFzOmM6b

zo5Y2YwNzY4YzY2ZDkwNWM4NjRkOWQ1OGQ3OGQ0OWZhMzo2OmM3NmI6OTRhMWFlY2Q0ZTI4NjIxMTk5M

jI1MjZmYjU0NjU3MTkyZDlmNzI0NmY3MjA3MGUzNzNhYTNkMzVhOWJmZDE1YzpwOlQ6Tg) and

Golden Ocean

(https://protect.checkpoint.com/v2/___https://www.goldenocean.bm/___.YzJlOnNjaGp

kdGFzOmM6bzo5Y2YwNzY4YzY2ZDkwNWM4NjRkOWQ1OGQ3OGQ0OWZhMzo2OjQ0ODQ6MTE5OGQ2Yzg4MmN

mMWI4YzhlODE5ODYyNzBmYzNmYWFhNzUxZDA0ZWQ3ZmZiZjNlMjljMzU0NmY5OGY1YjQ3NzpwOlQ6Tg).

The presentation and recordings of the Capital Market Days will be available on

the websites of CMB.TECH

(https://protect.checkpoint.com/v2/___https://cmb.tech/investors/financial-

information/investor-calls-and-

presentations___.YzJlOnNjaGpkdGFzOmM6bzo5Y2YwNzY4YzY2ZDkwNWM4NjRkOWQ1OGQ3OGQ0OWZ

hMzo2OjRkYjc6MmZlZTJkMTkwYjNjNmZlYTQ5ZTc3MWRmZTI5NWU3OTUxNzZkMWQ4YzJhZTBlYmNkMjB

mODMwMTgzMmIzYmU5OTpwOlQ6Tg) and Golden Ocean

(https://protect.checkpoint.com/v2/___https://www.goldenocean.bm/___.YzJlOnNjaGp

kdGFzOmM6bzo5Y2YwNzY4YzY2ZDkwNWM4NjRkOWQ1OGQ3OGQ0OWZhMzo2OjQ0ODQ6MTE5OGQ2Yzg4MmN

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Capital Markets Day Antwerp (CMB.TECH, meeting room Hull, Gerlachekaai 20, 2000

Antwerp - Belgium)

Webcast Information

Event Type:  Hybrid conference call

Event Date: 24 April 2025

Event Time: 14:00 CET

Event Title:  "Capital Markets Day"

-------------------------------------------------------------------------------

https://events.teams.microsoft.com/event/3b5c75e0-

80f2-4354-bb80-4a4b4d5b368a@d0b2b045-83aa-4027-8cf2-

ea360b91d5e4

(https://protect.checkpoint.com/v2/___https://events.teams

.microsoft.com/event/3b5c75e0-80f2-4354-bb80-

4a4b4d5b368a@d0b2b045-83aa-4027-8cf2-

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Event Site/URL:   Y4ODpwOlQ6Tg)

If you would like to attend the event in person, please register by filling in

the forms.

(https://protect.checkpoint.com/v2/___https://forms.office.com/Pages/ResponsePag

e.aspx?id=RbCy0KqDJ0CM8uo2C5HV5JcbHiYZUuJHhNQoG3KPVkRUQzA5UUc5UVBKRE5ITVlROU4wST

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M1Zjk3N2I3NTg2ZmU5YTcxZjpwOlQ6Tg)

Telephone participants who are unable to pre-register may dial in to the

respective number of their location (to be found here

(https://protect.checkpoint.com/v2/___https://dialin.teams.microsoft.com/53afa0a

e-

977c-4070-967f-09d39e0472ec?id=101606640___.YzJlOnNjaGpkdGFzOmM6bzo5Y2YwNzY4YzY2

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MTdhNWMyMTRkODhmMjQ1MzA3Yzc3YjE1MjNiYTViNmZkNjpwOlQ6Tg)). The phone conference

ID is the following: 101 606 640#

Capital Markets Day Oslo (Hotell Amerikalinjen, meeting room Haven,

Jernbanetorget 2, 0154 Oslo - Norway)

Webcast Information

Event Type:  Hybrid conference call

Event Date: 29 April 2025

Event Time: 14:00 CET

Event Title:  "Capital Markets Day"

-------------------------------------------------------------------------------

https://events.teams.microsoft.com/event/2d9bfc31-dae5-

4f27-b826-a72bd831fa3e@d0b2b045-83aa-4027-8cf2-

ea360b91d5e4

(https://protect.checkpoint.com/v2/___https://events.teams

.microsoft.com/event/2d9bfc31-dae5-4f27-b826-

a72bd831fa3e@d0b2b045-83aa-4027-8cf2-

ea360b91d5e4___.YzJlOnNjaGpkdGFzOmM6bzo5Y2YwNzY4YzY2ZDkwNW

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Event Site/URL:   gxMDpwOlQ6Tg)

If you would like to attend the event in person, please register by filling in

the forms

(https://protect.checkpoint.com/v2/___https://forms.office.com/Pages/ResponsePag

e.aspx?id=RbCy0KqDJ0CM8uo2C5HV5M_ARZcT2KZOncTZrRQXYahUQVpLOENJSTZIMlAxWjJJNVAxWk

tQOUNUVy4u___.YzJlOnNjaGpkdGFzOmM6bzo5Y2YwNzY4YzY2ZDkwNWM4NjRkOWQ1OGQ3OGQ0OWZhMz

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FiMGU1YWI3NjFhYzpwOlQ6Tg).

Telephone participants who are unable to pre-register may dial in to the

respective number of their location (to be found here

(https://protect.checkpoint.com/v2/___https://dialin.teams.microsoft.com/53afa0a

e-

977c-4070-967f-09d39e0472ec?id=153389295___.YzJlOnNjaGpkdGFzOmM6bzo5Y2YwNzY4YzY2

ZDkwNWM4NjRkOWQ1OGQ3OGQ0OWZhMzo2OmYyZTg6ZDBiZmRmY2U3MDQwZWQyMDgxNDBjZmI0MTY2NWIw

NzQ1Y2E1N2MxNWE2ZGZlNDU2YWM5ZDQxZjkwOGFhODY5MDpwOlQ6Tg)). The phone conference

ID is the following: 153 389 295#

About Golden Ocean

Golden Ocean is a Bermuda incorporated shipping company specializing in the

transportation of dry bulk cargoes. As of February 2025, the Golden Ocean fleet

consists of 91 vessels, with an aggregate capacity of approximately 13.7 million

deadweight tonnes. Golden Ocean's ordinary shares are listed on the Nasdaq

Global Select Market with a secondary listing on the Euronext Oslo Børs under

the ticker symbol "GOGL".

About CMB.TECH

CMB.TECH is a diversified and future-proof maritime group. We own and operate

more than 150 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".

Advisors

DNB Markets, a part of DNB Bank ASA, is acting as financial advisor to Golden

Ocean.

This information is considered inside information pursuant to the EU Market

Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to

MAR article 17 and section 5 -12 of the Norwegian Securities Trading Act.

Forward-Looking Statements

Matters discussed in this press release may constitute forward-looking

statements within the meaning of the 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 statements of historical

facts. CMB.TECH and Golden Ocean desire to take advantage of the safe harbor

provisions of the Private Securities Litigation Reform Act of 1995 and they are

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, CMB.TECH and Golden Ocean's management's

examination of historical operating trends, data contained in company records

and other data available from third parties. Although management believes 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 CMB.TECH or Golden Ocean's

control, there can be no assurance that CMB.TECH or Golden Ocean will achieve or

accomplish these expectations, beliefs or projections.

You are cautioned not to place undue reliance on CMB.TECH's and Golden Ocean'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. Neither CMB.TECH nor Golden Ocean assumes any 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

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 intends to

file with the SEC a registration statement on Form F-4 that will include a

prospectus of CMB.TECH and a proxy statement of Golden Ocean. CMB.TECH and

Golden Ocean also plan to file 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 WHEN THEY BECOME AVAILABLE, BECAUSE

THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS.

You may obtain a free copy of the proxy statement/prospectus (when it becomes

available) and other relevant documents that CMB.TECH and Golden Ocean file with

the SEC at the SEC's website at www.sec.gov.