A merger between the Golden Ocean Group and CMB.Tech will create one of the largest listed diversified maritime groups in the world.

The companies announced they had signed an agreement and plan for a stock-for-stock merger, as contemplated by the term sheet previously announced last month.

The firms will become CMB.Tech Bermuda Ltd, a wholly owned subsidiary of CMB.Tech.

Golden Ocean is a Bermuda incorporated shipping company, consisting of more than 90 vessels, specialising in the transportation of dry bulk cargoes.

CMB.Tech is a diversified and future-proof maritime group that owns and operates more than 160 seagoing vessels, including crude oil tankers, dry bulk vessels, container ships, chemical tankers, offshore wind vessels and workboats.

The company also offers hydrogen and ammonia fuel to customers through its own production or third-party producers.

Each outstanding common share of Golden Ocean will be cancelled and ultimately exchanged for newly issued CMB.Tech ordinary shares at an exchange ratio of 0.95 ordinary shares of CMB.Tech for each common share of Golden Ocean.

This is subject to customary adjustments for events that may take place before the completion of the merger, including share buybacks, share issuances and or dividend distributions.

When the merger is completed, CMB.Tech will issue approximately 95,952,934 new ordinary shares, assuming the exchange ratio is not adjusted.

When the merger is done, CMB.Tech shareholders will own approximately 70 per cent (or 67 per cent excluding treasury shares) of the total issued share capital of CMB.Tech.

Golden Ocean shareholders will own approximately 30 per cent (or 33 per cent excluding treasury shares) of the total issued share capital of CMB.Tech, assuming the exchange ratio is not adjusted.

The merger agreement has been unanimously approved by CMB.Tech’s supervisory board and by Golden Ocean’s board of directors and its special transaction committee, composed solely of disinterested directors of Golden Ocean’s board of directors.

The transaction committee has received a fairness opinion from its financial adviser DNB Carnegie, part of DNB Bank ASA, concluding that the exchange ratio is financially fair to Golden Ocean’s shareholders.

The merger consummation remains subject to customary conditions and approvals.

Upon completion of the merger, Golden Ocean will delist from the Nasdaq Global Select Market and Euronext Oslo Børs.

CMB.Tech will remain listed on the New York Stock Exchange and Euronext Brussels and will pursue a secondary listing on Euronext Oslo Børs subject to completion of the merger.

The firm will prepare and publish a European Union prospectus exempted document in connection with the admission to trading of the merger consideration shares on Euronext Brussels and Euronext Oslo Børs.

Assuming timely fulfilment of the relevant closing conditions, the parties aim to complete the merger in the third quarter of 2025.