Merger between cmb.tech and golden ocean

Antwerp, april 22, 2025 (globe newswire) -- cmb.tech nv (nyse: cmbt & euronext brussels: cmbt) (“cmb.tech”) and golden ocean group limited (nasdaq: gogl & euronext oslo bØrs: gogl) (“golden ocean”) 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 cmb.tech's supervisory board and by golden ocean's board of directors, including its special transaction committee composed of disinterested directors (the “transaction committee”). 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.
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