A mega maritime merger is becoming a reality as one of the largest diversified listed maritime groups in the world is being created out of two Bermuda shipping giants.

Approved by both company boards, the combined fleet of more than 250 vessels is valued at more than $11 billion.

Golden Ocean Group Limited and CMB.Tech NV signed a term sheet for a contemplated stock-for-stock merger, with CMB.Tech as the surviving entity.

The exchange ratio of 0.95 shares of CBM.Tech for each share of Golden Ocean is subject to customary adjustments.

Peder Simonsen, CEO of Golden Ocean, commented: "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 favourable long-term outlook.“

Alexander Saverys, CEO of CMB.Tech, said: “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 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!”

The transaction has Golden Ocean merging with and into CMB.Tech Bermuda Ltd., a wholly-owned subsidiary of CMB.Tech.

Upon completion, 95,952,934 new shares of CMB.Tech would be issued, whereby CMB.Tech shareholders would own approximately 70 per cent of the total issued share capital of the combined company (or 67 per cent excluding treasury shares) and Golden Ocean shareholders would own approximately 30 per cent (or 33 per cent excluding treasury shares), assuming the exchange ratio is not adjusted.

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 other matters.

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.