CMB.TECH, Golden Ocean provide update on stock-for-stock merger

CMB.TECH (CMBT) provided an additional market update on the progress of the contemplated stock-for-stock merger between CMB.TECH and Golden Ocean (GOGL). The transaction is structured as a stock-for-stock merger, with Golden Ocean merging with and into CMB.TECH Bermuda, a wholly-owned subsidiary of CMB.TECH, with CMB.TECH Bermuda as the surviving company. In the framework of the Merger, all outstanding common shares of Golden Ocean will ultimately be 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, subject to customary adjustments pursuant to the agreement and plan of merger dated May 28. Upon closing of the Merger, CMB.TECH would issue approximately 95,952,934 new ordinary shares, assuming the exchange ratio is not adjusted. CMB.TECH notes that the notice by Golden Ocean to hold a special general meeting on August 19 at 9.00 am ADT, at Hamilton Princess and Beach Club, 76 Pitts Bay Road, Hamilton HM 08, Bermuda, to vote on, among other things, the approval of the merger agreement, the Bermuda merger agreement and the transactions contemplated thereby including the merger and the appointment of the exchange agent, is available on Golden Ocean’s website: GOGL – Notice of Special General Meeting – Golden Ocean. Golden Ocean shareholders of record at the close of business on the record date will be entitled to vote at the Golden Ocean SGM. Subject to a positive outcome of the Golden Ocean SGM, approval of the secondary listing on Euronext Oslo Bors and timely fulfillment of the Merger closing conditions set forth in the merger agreement, such as the Golden Ocean refinancing, which is progressing, the parties intend to complete the merger as soon as possible after the Golden Ocean SGM. The parties currently expect closing to take place on or around August 20, which would also be the first day of trading for the newly issued shares on NYSE, Euronext Brussels and, tentatively, the first day of trading of CMB.TECH on Euronext Oslo Bors. The day prior to the closing date would be the last day of trading of Golden Ocean’s common shares on Nasdaq and on Euronext Oslo Bors. More information can be found in the registration statement on Form F-4 filed by CMB.TECH with the U.S. Securities and Exchange Commission on July 1, which was declared effective by the SEC on July 16. CMB.TECH understands that Golden Ocean has received customary demand letters for additional disclosure in relation to the registration statement, as well as correspondence from certain shareholders stating their intention to exercise their rights as dissenting shareholders under Bermuda law, and notes that related legal proceedings have been filed. CMB.TECH and Golden Ocean will analyze these claims and address them appropriately.