6-K
Cmb.Tech NV (CMBT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2025
Commission File Number: 001-36810
CMB.TECH NV
De Gerlachekaai 20
2000 Antwerp
Belgium
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached hereto as Exhibit 99.1 is a copy of the press release of CMB.TECH NV (“CMB.TECH” or the "Company"), dated August 19, 2025 announcing that Golden Ocean Group Limited (“Golden Ocean”) announced that it held a Special General Meeting of the shareholders of Golden Ocean on, August 19, 2025.
Attached hereto as Exhibit 99.2 is a copy of the press release of the Company announcing that the Company has successfully concluded the merger with Golden Ocean.
Attached hereto as Exhibit 99.3 is the unaudited pro forma condensed combined financial information of CMB.TECH illustrating the effects of the Merger between CMB.TECH and Golden Ocean.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CMB.TECH NV | ||
|---|---|---|
| (Registrant) | ||
| Dated: August 20, 2025 | ||
| By: | /s/ Ludovic Saverys | |
| Ludovic Saverys | ||
| Chief Financial Officer |
Exhibit 99.1
  |
PRESS RELEASE |
|---|---|
| 19 August 2025 – 4:15 pm CEST | |
| Regulated information - This press release contains inside information within the meaning of Regulation (EU) No 596/2014 of<br> the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) |
RESULTS OF THE GOLDEN OCEAN SPECIAL GENERAL MEETING
ANTWERP, Belgium, 19 August 2025, 4:15 pm CEST – CMB.TECH NV (NYSE: CMBT & Euronext Brussels: CMBT) (“CMB.TECH”) notes that Golden Ocean Group Limited (NASDAQ: GOGL & Euronext Oslo Børs: GOGL) ("Golden Ocean") has announced that it held a Special General Meeting ("Golden Ocean SGM") of the shareholders of Golden Ocean today, 19 August 2025, at 09:00 (local time) at Hamilton Princess and Beach Club, 76 Pitts Bay Road, Hamilton HM 08.
Golden Ocean has announced that all resolutions set out in the notice of the Golden Ocean SGM were approved by the shareholders, meaning that, among other things, the stock-for-stock merger of Golden Ocean with and into CMB.TECH Bermuda Ltd., a wholly-owned subsidiary of CMB.TECH with CMB.TECH Bermuda Ltd. as the surviving company, and with CMB.TECH as the issuer of the merger consideration shares (the "Merger"), has been approved.
Pursuant to the terms of the Merger, each outstanding common share of Golden Ocean will be cancelled and 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.
Closing of the Merger is expected to take place on 20 August 2025.
About CMB.TECH
CMB.TECH is a diversified and future-proof maritime group that owns and operates more than 160 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”.
About Golden Ocean
Golden Ocean is a Bermuda incorporated shipping company specialising in the transportation of dry bulk cargoes. As of May 2025, the Golden Ocean fleet consists of around 90 vessels, with an aggregate capacity of approximately 13.7 million deadweight tonnes. Golden Ocean’s ordinary shares are listed on Nasdaq with a secondary listing on the Euronext Oslo Børs under the ticker symbol “GOGL”.
Forward-Looking Statements
Matters discussed in this press release may constitute forward-looking statements within the meaning of the U.S. 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 of historical facts. CMB.TECH desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is 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, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe 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 our control, we cannot assure that we will achieve or accomplish these expectations, beliefs or projections.
CMB.TECH  Contact |
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|---|---|---|---|
| Head of Marketing & Communications<br><br> <br>Katrien Hennin | Tel: +32 499393470<br><br> <br>[email protected] | Head of Investor Relations<br><br> <br>Joris Daman | Tel: +32 498617111<br><br> <br>[email protected] |
Page 1 of 2
|
PRESS RELEASE |
|---|---|
| 19 August 2025 – 4:15 pm CEST | |
| Regulated information - This press release contains inside information within the meaning of Regulation (EU) No 596/2014<br> of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) |
In addition to these important factors, other important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include, but are not limited to, the failure to satisfy the conditions to completion of the Merger set forth in the Merger Agreement, the failure to complete the Merger within the expected timeframe or at all, the potential for the Merger Agreement to be terminated in accordance with its terms, the exercise of appraisal rights by Golden Ocean shareholders, the potential for litigation in connection with the Merger, the failure of counterparties to fully perform their contracts with us, the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for dry bulk and tanker vessel capacity, changes in our operating expenses, including bunker prices, dry-docking and insurance costs, the market for our vessels, availability of financing and refinancing, charter counterparty performance, ability to obtain financing and comply with covenants in such financing arrangements, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, vessels breakdowns and instances of off-hires and other factors. Please see our filings with the United States Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties.
You are cautioned not to place undue reliance on CMB.TECH’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. CMB.TECH assumes no 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
This press release is also published in Dutch. If ambiguities should arise from the different language versions, the English version will prevail.
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 has filed with the SEC a registration statement that includes a prospectus of CMB.TECH and a proxy statement of Golden Ocean. CMB.TECH also has filed 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, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS. You may obtain a free copy of the proxy statement/prospectus and other relevant documents that CMB.TECH files with the SEC at the SEC’s website at www.sec.gov.
| CMB.TECH Contact |
|||
|---|---|---|---|
| Head of Marketing & Communications<br><br> <br>Katrien Hennin | Tel: +32 499393470<br><br> <br>[email protected] | Head of Investor Relations<br><br> <br>Joris Daman | Tel: +32 498617111<br><br> <br>[email protected] |
Page 2 of 2
Exhibit 99.2
|
PRESS RELEASE |
|---|---|
| 20 August 2025 – 8:30 am CEST | |
| Regulated information - This press release contains inside information within the meaning of Regulation (EU) No<br> 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) |
CMB.TECH COMPLETES MERGER WITH GOLDEN OCEAN
ANTWERP, Belgium, 20 August 2025, 8.30 am CEST – CMB.TECH NV (NYSE: CMBT, Euronext Brussels: CMBT and Euronext Oslo Børs: CMBTO) (“CMB.TECH”) is pleased to announce that it has successfully completed the stock-for-stock merger between Golden Ocean Group Limited (“Golden Ocean”) and CMB.TECH Bermuda Ltd., a wholly-owned subsidiary of CMB.TECH, with CMB.TECH Bermuda Ltd. as the surviving company, and with CMB.TECH as the issuer of the merger consideration shares (the “Merger”).
Approval by Golden Ocean shareholders
At yesterday’s special general meeting of shareholders of Golden Ocean, the Merger was approved by shareholders holding 92.72% of the shares present or represented at the meeting.
Capital increase
This morning, CMB.TECH has issued 95,952,934 new ordinary shares by means of a capital increase by contribution in kind. These shares will be delivered to former holders of Golden Ocean shares as merger consideration at the exchange ratio of 0.95 ordinary shares of CMB.TECH for each common share of Golden Ocean (subject to rounding), in accordance with the merger agreement.
The newly issued CMB.TECH shares will begin trading on Euronext Brussels and on the New York Stock Exchange (“NYSE”) today. In addition, Euronext Oslo Børs (“Euronext Oslo”) has approved CMB.TECH’s application for the secondary listing of its shares on the regulated market Euronext Oslo. CMB.TECH’s ordinary shares (including the newly issued shares) will begin trading on Euronext Oslo today, under ticker symbol “CMBTO”. As part of the secondary listing on Euronext Oslo, CMB.TECH has also established a secondary share register in the Norwegian central securities depository, Euronext Securities Oslo (Verdipapirsentralen) (the “VPS”), with DNB Bank ASA, Issuer Services (“DNB”) as its VPS registrar, which is linked to the U.S. component of CMB.TECH’s primary share register.
More information on the Merger can be found in (i) the registration statement on Form F-4 which was declared effective by the U.S. Securities and Exchange Commission on 16 July 2025 (the “Registration Statement”) and (ii) the exemption document under the EU Prospectus Regulation (EU) 2017/1129 and the Commission Delegated Regulation (EU) 2021/528 (the “Exemption Document”) published on 14 August 2025 in the framework of the Merger and which are available on CMB.TECH’s website.
Key Benefits and Features of the Merger
The Merger creates one of the world's largest diversified listed maritime groups, featuring:
| • | A combined diversified fleet of around 250 vessels, including dry bulk vessels, crude oil tankers, chemical tankers, container ships, offshore wind vessels and port vessels | ||
|---|---|---|---|
| • | A future-proof fleet with more than 80 hydrogen- and ammonia-ready vessels, offering low-carbon fuel<br> optionality | ||
| --- | --- | ||
| • | Fair market value of the fleet of approximately USD 11.1<br> billion, underscoring scale and asset values | ||
| --- | --- | ||
| • | Young and fuel-efficient fleet with an average age of 6.1 years | ||
| --- | --- | ||
| • | Solid revenue visibility with a contract backlog of approximately USD 3.0 billion, supporting predictable cash flows and shareholder returns | ||
| --- | --- | ||
| CMB.TECH Contact |
|||
| --- | --- | --- | --- |
| Head of Marketing & Communications<br><br> <br>Katrien Hennin | Tel: +32 499393470<br><br> <br>[email protected] | Head of Investor Relations<br><br> <br>Joris Daman | Tel: +32 498617111<br><br> <br>[email protected] |
Page 1 of 4
|
PRESS RELEASE |
|---|---|
| 20 August 2025 – 8:30 am CEST | |
| Regulated information - This press release contains inside information within the meaning of Regulation (EU) No<br> 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) | |
| • | Global capital market presence with listings in New York, Brussels, and Oslo, with 38% expected free float<br> providing trading liquidity |
| --- | --- |
| • | Robust liquidity position exceeding USD 400 million, including<br> cash on hand and undrawn credit facilities, providing financial flexibility and growth capacity |
| --- | --- |
Alexander Saverys, CEO of CMB.TECH, commented: “Today, we are delighted to close the merger between CMB.TECH and Golden Ocean. In less than 18 months, we have transformed a pure play crude oil tanker company into a large and leading diversified and future-proof maritime group. As we welcome the Golden Ocean team and fleet to the CMB.TECH family, we look forward to creating value for all our stakeholders with our modern fleet of more than 250 ships. 11 billion USD worth of assets, three public listings in New York, Brussels and Oslo, more than one third of our fleet ready to be powered by low carbon fuels, a contract backlog of 3 billion USD … and one goal : decarbonise today to navigate tomorrow.”
Settlement
Yesterday was the last day of trading of Golden Ocean shares on Nasdaq and Euronext Oslo. Holders of Golden Ocean shares at the effective date of the Merger (i.e. 20 August 2025, before market opening CEST) will receive their portion of ordinary CMB.TECH shares as merger consideration at the exchange ratio of 0.95 ordinary shares of CMB.TECH for each common share of Golden Ocean (subject to rounding), in accordance with the merger agreement.
Holders of Golden Ocean shares on Nasdaq registered in the Depository Trust Company (“DTC”) as at the closing of trading on 19 August 2025 (as evidenced in DTC on 20 August 2025 (record date in DTC) in accordance with the T+1 settlement cycle in DTC), will receive their ordinary CMB.TECH shares through the DTC, with settlement taking place on 21 August 2025 (settlement date in DTC). Holders of Golden Ocean shares on Euronext Oslo registered in the VPS as at the closing of trading on 19 August 2025 (as evidenced in VPS on 21 August 2025 (record date in VPS) in accordance with the T+2 settlement cycle in VPS), will receive their ordinary CMB.TECH shares through the VPS, with settlement taking place on 22 August 2025 (settlement date in VPS). For the avoidance of doubt, the abovementioned shares will be freely tradable as of 20 August 2025.
To ensure timely delivery and settlement of the new ordinary CMB.TECH shares to former Golden Ocean shareholders on Euronext Oslo through the VPS, each of CMB.TECH and CMB have entered into short-term share lending agreements with DNB Carnegie, a part of DNB Bank ASA. Under this arrangement, 25,807,878 treasury shares held by CMB.TECH and 13,410,448 ordinary CMB.TECH shares held by CMB have been lent to DNB Carnegie immediately prior to completion of the Merger. The borrowed shares are expected to be returned to each of CMB.TECH and CMB, respectively, on or about 21 August 2025. No consideration is due by either party under the share lending arrangement.
Transparency law
In application of article 15 of the Belgian Law of 2 May 2007 on the disclosure of major shareholdings in issuers whose shares are admitted for trading on a regulated market, CMB.TECH publishes (i) the total share capital, (ii) the total number of securities with voting rights and (iii) the total number of voting rights, in view of the changes thereto pursuant to today’s capital increase:
Situation as at 20 August 2025:
Total share capital \(excluding share premium\): USD 343,439,903.39
Total number of securities with voting right and total number of voting rights \(= denominator\): 315,977,647
| CMB.TECH Contact |
|||
|---|---|---|---|
| Head of Marketing & Communications<br><br> <br>Katrien Hennin | Tel: +32 499393470<br><br> <br>[email protected] | Head of Investor Relations<br><br> <br>Joris Daman | Tel: +32 498617111<br><br> <br>[email protected] |
Page 2 of 4
|
PRESS RELEASE |
|---|---|
| 20 August 2025 – 8:30 am CEST | |
| Regulated information - This press release contains inside information within the meaning of Regulation (EU) No<br> 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) |
The denominator serves as a basis for the notification of major shareholdings by shareholders. Following the capital increase and the termination of the short-term share lending arrangement, the total number of outstanding shares (excluding treasury shares) is 290,169,769.
About CMB.TECH
CMB.TECH is one of the largest listed, diversified and future-proof maritime groups in the world with a fleet of about 250 vessels: dry bulk vessels, crude oil tankers, chemical tankers, container vessels, offshore wind vessels and port vessels. 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” and on Euronext Oslo Børs under the ticker symbol “CMBTO”.
Forward-Looking Statements
Matters discussed in this press release may constitute forward-looking statements within the meaning of the U.S. 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 desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is 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, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe 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 our control, we cannot assure that we will achieve or accomplish these expectations, beliefs or projections.
In addition to these important factors, other important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include, but are not limited to, the exercise of appraisal rights by former Golden Ocean shareholders, the potential for litigation in connection with the Merger, the failure of counterparties to fully perform their contracts with us, the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for dry bulk and tanker vessel capacity, changes in our operating expenses, including bunker prices, dry-docking and insurance costs, the market for our vessels, availability of financing and refinancing, charter counterparty performance, ability to obtain financing and comply with covenants in such financing arrangements, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, vessels breakdowns and instances of off-hires and other factors. Please see our filings with the United States Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties.
You are cautioned not to place undue reliance on CMB.TECH’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. CMB.TECH assumes no duty to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, as of any future date.
| CMB.TECH Contact |
|||
|---|---|---|---|
| Head of Marketing & Communications<br><br> <br>Katrien Hennin | Tel: +32 499393470<br><br> <br>[email protected] | Head of Investor Relations<br><br> <br>Joris Daman | Tel: +32 498617111<br><br> <br>[email protected] |
Page 3 of 4
|
PRESS RELEASE |
|---|---|
| 20 August 2025 – 8:30 am CEST | |
| Regulated information - This press release contains inside information within the meaning of Regulation (EU) No<br> 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) |
Disclaimer
This press release is also published in Dutch. If ambiguities should arise from the different language versions, the English version will prevail.
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.
In connection with the Merger, CMB.TECH has filed with the SEC a registration statement on Form F-4 that includes a prospectus of CMB.TECH and a proxy statement of Golden Ocean. CMB.TECH also has filed other relevant documents with the SEC regarding the Merger. YOU ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS. You may obtain a free copy of the proxy statement/prospectus and other relevant documents that CMB.TECH files with the SEC at the SEC’s website at www.sec.gov.
| CMB.TECH Contact |
|||
|---|---|---|---|
| Head of Marketing & Communications<br><br> <br>Katrien Hennin | Tel: +32 499393470<br><br> <br>[email protected] | Head of Investor Relations<br><br> <br>Joris Daman | Tel: +32 498617111<br><br> <br>[email protected] |
Page 4 of 4
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Introduction
The following unaudited pro forma condensed combined financial information of the Combined Company is presented to illustrate the proposed merger of CMB.TECH NV (“CMB.TECH”) and Golden Ocean Group Limited (“Golden Ocean” and the merger of CMB.TECH and Golden Ocean, the “Merger”).
The unaudited pro forma condensed combined financial information should be read in conjunction with the following financial information:
| • | CMB.TECH: audited consolidated financial statements and related notes available on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on April 9, 2025, as<br> of and for the year ended December 31, 2024. CMB.TECH prepared these financial statements in accordance with IFRS as issued by the IASB. |
|---|---|
| • | Golden Ocean: audited consolidated financial statements and related notes available on Form 20-F filed with the SEC on March 20, 2025, as of and for the year ended December 31,<br> 2024. Golden Ocean prepared these financial statements under U.S. GAAP. |
| --- | --- |
For the purpose of preparing the unaudited pro forma condensed combined financial information, the Golden Ocean financial statements were reconciled to International Financial Reporting Standards (“IFRS”), based on a preliminary review of U.S. generally accepted accounting principles (“U.S. GAAP”) to IFRS differences, related accounting policies and related management estimates. The following adjustments were identified: (i) the accounting treatment of dry dock expenses, (ii) the reclassification of accrued interests and (iii) the reclassification of luboils.
The unaudited pro forma condensed combined financial information also includes the impact of two financing facilities that CMB.TECH concluded to fund the acquisition: a $1.15 billion Bridge Facilities Agreement and a $150 million share purchase facility (Note 4).
The accounting treatment related to (i) the acquisitions of Golden Ocean common shares by CMB.TECH following the share purchase agreement between (“Merger Sub”) and Hemen Holding Limited (“Hemen”) dated March 4, 2025 (the “Share Purchase Agreement”) is accounted for using the acquisition method of accounting in accordance with the International Financial Reporting Standard 3 Business Combinations (“IFRS 3”), which requires that one of the two companies in the acquisition be designated as the acquirer for accounting purposes based on the evidence available. CMB.TECH has been treated as the accounting acquirer, and accordingly, the Golden Ocean assets acquired and liabilities assumed have been adjusted based on estimates of fair value. Any excess of the purchase price over the fair value of identified assets acquired and liabilities assumed is recognized as goodwill. For pro forma purposes, the fair value of Golden Ocean’s identifiable tangible and intangible assets acquired and liabilities assumed is based on estimates of fair values as at March 12, 2025, when de-facto control was obtained. CMB.TECH’s management believes the estimated fair values utilized for the assets to be acquired and liabilities to be assumed are based on reasonable estimates and assumptions. The accounting treatment related to (ii) the subsequent purchases and the Merger will be as a step-acquisition under IFRS 10.B96 because CMB.TECH has been consolidating Golden Ocean as from March 12, 2025, the date on which it obtained de-facto control.
CMB.TECH has prepared the pro forma condensed combined financial information in accordance with Article 11 of Regulation S-X under the Exchange Act. The pro forma adjustments are preliminary and are based upon available information and certain assumptions which CMB.TECH believes are reasonable under the circumstances and which are described in the accompanying notes to the unaudited pro forma condensed combined financial information. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. Under IFRS 3, generally all assets acquired and liabilities assumed are recorded at their acquisition date fair value. For pro forma purposes, the fair value of Golden Ocean’s identifiable tangible and intangible assets acquired and liabilities assumed are based on a preliminary estimate of fair value. Occasionally, an acquirer will make a bargain purchase, which is a business combination in which the consideration amount is less than the aggregate of the assets acquired and the liabilities assumed. CMB.TECH believes the estimated fair values utilized for the assets to be acquired and liabilities to be assumed are based on reasonable estimates and assumptions. Preliminary fair-value estimates may change as additional information becomes available and such changes could be material, as certain valuations and other studies have yet to commence or progress to a stage at which there is sufficient information for a definitive measurement. In addition, a preliminary review of U.S. GAAP to IFRS differences and related accounting policies has been completed based on information made available to date. However, following the consummation of the Merger, CMB.TECH will conduct a final review. As a result of that review, CMB.TECH may identify further differences that, when finalized, could have a material impact on this unaudited pro forma condensed combined financial information.
CMB.TECH prepared the unaudited pro forma condensed combined financial statements for illustrative purposes only and in accordance with the regulations of the SEC. The unaudited pro forma condensed combined financial statements are not necessarily indicative of the combined financial position or results of operations that would have been realized had the Merger occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the Combined Company will experience after the combination. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the Combined Company. The accompanying unaudited pro forma condensed combined consolidated statement of profit or loss does not reflect any expected cost savings on restructuring actions that CMB.TECH or Golden Ocean may incur or generate. Moreover, the pro forma adjustments represent best estimates based upon the information available to date and are preliminary and subject to change after more detailed information is obtained.
Unaudited Pro Forma Condensed Combined Statement of Financial Position as of December 31, 2024
| Transaction Accounting Adjustments | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Historical | Golden Ocean | Preliminary Purchase Price | Total Pro Forma | |||||||||||||
| in thousands of USD | CMB.TECH<br><br> (IFRS) | (IFRS)<br><br> (Note 2) | Allocation<br><br> <br>(Note 3) | Notes | Financing<br><br> <br>(Note 4) | Other<br><br> <br>(Note 5) | Total | Combined<br><br> <br>(IFRS) | ||||||||
| ASSETS<br><br> <br>NON-CURRENT ASSETS | 3,434,227 | 3,192,339 | 715,126 | — | — | 715,126 | 7,341,692 | |||||||||
| Property, plant and equipment | 3,269,427 | 3,119,219 | 561,906 | — | — | 561,906 | 6,950,552 | |||||||||
| Vessels—owned | 2,617,484 | 3,038,699 | 432,926 | 3.1 | — | — | 432,926 | 6,089,109 | ||||||||
| Right-of-use assets | 1,910 | 80,520 | 128,980 | 3.1 | — | — | 128,980 | 211,410 | ||||||||
| Assets under constructions | 628,405 | — | — | — | — | — | 628,405 | |||||||||
| Other tangible assets | 21,628 | — | — | — | — | — | 21,628 | |||||||||
| Prepayments | 1,657 | — | — | — | — | — | 1,657 | |||||||||
| Intangible assets | 16,187 | — | 153,220 | 3.2 | — | — | 153,220 | 169,407 | ||||||||
| Financial assets | 136,882 | 73,120 | — | — | — | — | 210,002 | |||||||||
| Deferred tax assets | 10,074 | — | — | — | — | — | 10,074 | |||||||||
| CURRENT ASSETS | 470,819 | 271,123 | -1,316,025 | 1,281,767 | -34,258 | 707,684 | ||||||||||
| Inventory | 26,500 | 22,045 | — | — | — | — | 48,545 | |||||||||
| Trade and other receivables | 235,883 | 119,972 | — | — | — | — | 355,855 | |||||||||
| Current tax assets | 3,984 | — | — | — | — | — | 3,984 | |||||||||
| Cash and cash equivalents | 38,869 | 129,106 | -1,316,025 | 3.3 | 1,281,767 | -34,258 | 133,717 | |||||||||
| Assets classified as held for sale | 165,583 | — | — | — | — | — | 165,583 | |||||||||
| TOTAL ASSETS | 3,905,046 | 3,463,462 | -600,899 | 1,281,767 | 680,868 | 8,049,376 | ||||||||||
| EQUITY AND LIABILITIES EQUITY | 1,192,324 | 1,999,563 | -648,521 | — | -18,700 | -667,221 | 2,524,666 | |||||||||
| Equity attributable to owners of the Company | 1,192,324 | 1,999,563 | -648,521 | — | -18,700 | -667,221 | 2,524,666 | |||||||||
| Share capital | 239,148 | 10,061 | 94,231 | 3.4 | — | — | 94,231 | 343,440 | ||||||||
| Share premium | 460,486 | 1,583,381 | -226,310 | 3.4 | — | — | -226,310 | 1,817,557 | ||||||||
| Translation reserve | -2,045 | — | — | — | — | — | -2,045 | |||||||||
| Hedging reserve | 2,145 | — | — | — | — | — | 2,145 | |||||||||
| Treasury shares | -284,508 | -14,314 | 14,314 | 3.4 | — | — | 14,314 | -284,508 | ||||||||
| Retained earnings | 777,098 | 420,435 | -530,756 | 3.4 | — | -18,700 | -549,456 | 648,077 | ||||||||
| Non-controlling interest | — | — | — | — | — | — | — | |||||||||
| NON-CURRENT LIABILITIES | 2,320,066 | 1,244,925 | -56,076 | 1,298,173 | — | 1,242,097 | 4,807,088 | |||||||||
| Loans and borrowings | 2,318,568 | 1,244,925 | -56,076 | 1,298,173 | — | 1,242,097 | 4,805,590 | |||||||||
| Lease liabilities | 1,451 | 56,076 | -56,076 | 3.5 | — | — | -56,076 | 1,451 | ||||||||
| Bank loans | 1,450,869 | 904,575 | — | 1,298,173 | — | 1,298,173 | 3,653,617 | |||||||||
| Other notes | 198,887 | — | — | — | — | — | 198,887 | |||||||||
| Other loans | 667,361 | 284,274 | — | — | — | — | 951,635 | |||||||||
| Deferred tax liabilities | 438 | — | — | — | — | — | 438 | |||||||||
| Employee benefits | 1,060 | — | — | — | — | — | 1,060 | |||||||||
| CURRENT LIABILITIES | 392,656 | 218,974 | 103,698 | -16.406 | 18,700 | 105,992 | 734,028 | |||||||||
| Lease liabilities | 2,293 | 21,243 | 103,698 | 3.5 | — | — | 103,698 | 127,234 | ||||||||
| Bank loans | 201,937 | 107,809 | — | -16,406 | — | -16,406 | 293,340 | |||||||||
| Other notes | 3,733 | — | — | — | — | — | 3,733 | |||||||||
| Other loans | 95,724 | 16,117 | — | — | — | — | 111,841 | |||||||||
| Trade and other payables | 79,591 | 73,805 | — | — | 18,700 | 18,700 | 172,096 | |||||||||
| Current tax liabilities | 9,104 | — | — | — | — | — | 9,104 | |||||||||
| Provisions | 274 | — | — | — | — | — | 274 | |||||||||
| TOTAL EQUITY and LIABILITIES | 3,905,046 | 3,463,462 | -600,899 | 1,281,767 | — | 680,868 | 8,049,376 |
Unaudited Pro Forma Condensed Combined Consolidated Statement of Profit or Loss for the year ended December 31, 2024
| in thousands of | Golden Ocean<br><br> <br>(IFRS) (Note 2) | Preliminary Purchase Price<br><br> <br>Allocation | Notes | Financing/Other<br><br> <br>(Note 4/Note 5) | Total | Total Pro<br><br> <br>Forma<br><br> <br>Combined<br><br> <br>(IFRS) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 940,246 | 968,420 | — | — | — | 1,908,666 | |||||||
| Gain on disposal of vessels | 635,019 | 21,427 | — | — | — | 656,446 | |||||||
| Other operating income | 50,660 | — | — | — | — | 50,660 | |||||||
| Raw materials and consumables | -3,735 | — | — | — | — | -3,735 | |||||||
| Voyage expenses and commissions | -174,310 | -192,890 | — | — | — | -367,200 | |||||||
| Vessel operating expenses | -199,646 | -238,864 | — | — | — | -438,510 | |||||||
| Charter hire expenses | -138 | -22,715 | — | — | — | -22,853 | |||||||
| Loss on disposal of vessels /other tangible assets | -2 | — | — | — | — | -2 | |||||||
| Deprecation tangible assets | -163,148 | -141,627 | -109,014 | 3.6 | — | -109,014 | -413,789 | ||||||
| Amortization intangible assets | -2,881 | — | — | — | — | -2,881 | |||||||
| Impairment losses | -1,847 | — | — | — | — | -1,847 | |||||||
| General and administrative expenses | -77,766 | -24,303 | — | -18,700 | -18,700 | -120,769 | |||||||
| Result from operating activities | 1,002,452 | 369,448 | -109,014 | -18,700 | -127,714 | 1,244,186 | |||||||
| Finance income | 38,689 | 22,084 | — | — | — | 60,773 | |||||||
| Finance expenses | -169,339 | -108,593 | — | -99,666 | -99,666 | -377,598 | |||||||
| Net finance expense | -130,650 | -86,509 | — | -99,666 | -99,666 | -316,825 | |||||||
| Share of result of equity-accounted investees, net of tax | 920 | -4.070 | — | — | — | -3,150 | |||||||
| Profit (loss) before income tax | 872,722 | 278,869 | -109,014 | -118,366 | -227,380 | 924,211 | |||||||
| Income tax benefit (expense) | -1,893 | -548 | — | — | — | -2,441 | |||||||
| Profit (loss) for the period | 870,829 | 278,321 | -109,014 | -118,366 | -227,380 | 921,7700 | |||||||
| Attributable to:<br> Owners of the Company | 870,829 | 278,321 | -109,014 | -118,366 | -227,380 | 921,770 | |||||||
| Non-controlling interests | — | — | — | — | — | ||||||||
| Weighted number of shares | 196,041,579 | 199,403,293 | 291,994,513 | ||||||||||
| Basic and diluted earnings per share (in ) | 4.44 | 1.40 | 3.16 |
All values are in US Dollars.
Weighted number of shares for the combined entity calculated as follows: 196,041,579 weighted number of CMB.TECH shares at December 31, 2024, increased with 95,952,934 shares that were issued upon completion of the merger.
- Basis of presentation
Note 1.1 Basis of preparation
On March 4, 2025, CMB.TECH announced that it entered into the Share Purchase Agreement with Hemen for the acquisition of 81,363,730 shares in Golden Ocean representing approximately 40.8% of Golden Ocean’s issued and outstanding voting shares at a price of $14.49 per share, representing a total cash consideration of $1,178,960,000. The acquisition was finalized on March 12, 2025, establishing CMB.TECH as the de-facto controlling shareholder of Golden Ocean based on the voting patterns at the three most recent shareholder meetings. Consequently, from that date, Golden Ocean has been fully integrated as a subsidiary within CMB.TECH’s consolidated accounts.
Between March 24, 2025, and April 3, 2025, Merger Sub acquired an additional 17,036,474 Golden Ocean common shares in the open market. CMB.TECH, indirectly through Merger Sub owned an aggregate of 98,400,204 Golden Ocean common shares, representing approximately 49.4% of Golden Ocean’s outstanding voting shares.
On April 22, 2025, CMB.TECH and Golden Ocean announced they signed the Term Sheet for a stock-for-stock merger and subsequently on May 28, 2025 signed the Merger Agreement. CMB.TECH will be the surviving entity of the Merger. Subject to approval of Golden Ocean shareholders and the satisfaction or (to the extent permitted by law) waiver of other specified closing conditions, Golden Ocean will merge with and into Merger Sub, with Merger Sub continuing as the surviving company of such Merger. If the Merger is completed, each Golden Ocean common share will be canceled, and such shares (other than shares that Golden Ocean, CMB.TECH, Merger Sub or any of their respective subsidiaries own) will be automatically converted into the right to receive 0.95 CMB.TECH ordinary shares (subject to adjustment, pursuant to the terms of the Merger Agreement) in the following manner: (i) at the effective time of the Merger, each such Golden Ocean common share will be automatically converted into one Surviving Company Share, and (ii) on the closing date, each such Surviving Company Share will be contributed in kind to CMB.TECH in exchange for 0.95 of a CMB.TECH ordinary shares (subject to adjustment, pursuant to the terms of the Merger Agreement).
On August 20, 2025, CMB.TECH and Golden Ocean consummated the Merger, and as a result CMB.TECH issued 95,952,934 new CMB.TECH ordinary shares to former Golden Ocean shareholders. This resulted in existing CMB.TECH shareholders owning approximately 70% of the Combined Company’s share capital (or 67% excluding treasury shares), while legacy Golden Ocean shareholders own approximately 30% (or 33% excluding treasury shares). In connection with the Merger, Golden Ocean was delisted from Nasdaq and Euronext Oslo, while CMB.TECH remains listed on the NYSE and Euronext Brussels. CMB.TECH also completed a secondary listing on Euronext Oslo effective as of August 20, 2025.
The total purchase consideration for the acquisition of Golden Ocean is $2.8 billion. This valuation is comprised of the following components: (i) $1.2 billion representing the value of 81,363,730 Golden Ocean common shares previously acquired by CMB.TECH following the Share Purchase Agreement, (ii) $0.1 billion representing the value of 17,036,474 Golden Ocean common shares previously acquired by CMB.TECH in the open market and (iii) $1.5 billion representing the value of 95,952,934 newly issued CMB.TECH ordinary shares, issued at an exchange ratio of 0.95 shares per Golden Ocean share, with a valuation of $15.23 per share.
Note 1.2 The Pro Forma Financial Information
The pro forma financial Information set forth herein is based upon CMB.TECH’s annual consolidated financial statements and Golden Ocean’s annual consolidated financial statements referenced above.
The pro forma financial information has been prepared to illustrate the effects of the Merger, as if it had occurred on January 1, 2024, in respect of the unaudited pro forma condensed combined statement of profit and loss, and as if it had occurred on December 31, 2024, in respect of the unaudited pro forma condensed combined statement of financial position. The pro forma financial information is presented for informational purposes only and is not necessarily indicative of CMB.TECH’s financial position or results of operations that would have been realized had the Merger occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that CMB.TECH will experience after the completion of the Merger.
CMB.TECH and Golden Ocean did not have any relationship that could be considered as intercompany transactions as of and for the year ended December 31, 2024. Therefore, no eliminations have been made in the unaudited pro forma financial information.
The initial acquisition of the Golden Ocean shares held by Hemen has been accounted for as a business combination using the acquisition method of accounting in accordance with the International Financial Reporting Standard 3 Business Combinations (“IFRS 3”), which requires that one of the two companies in the acquisition be designated as the acquirer for accounting purposes based on the evidence available. CMB.TECH has been treated as the accounting acquirer, and accordingly, the Golden Ocean assets acquired and liabilities assumed has been adjusted based on estimates of fair value. Any excess of the purchase price over the fair value of identified assets acquired and liabilities assumed have been recognized as goodwill. For pro forma purposes, the fair value of Golden Ocean’s identifiable tangible and intangible assets acquired and liabilities assumed are based on estimates of fair values as at March 12, 2025, when CMB.TECH obtained de-facto control. CMB.TECH’s management believes the estimated fair values utilized for the assets to be acquired and liabilities to be assumed are based on reasonable estimates and assumptions. Refer to Note 3 below for further details surrounding the Merger.
CMB.TECH’s consolidated financial statements were prepared in accordance with IFRS as issued by the IASB.
Golden Ocean’s consolidated financial statements were prepared in accordance with U.S. GAAP. The pro forma financial information includes selected adjustments to reconcile the financial information of Golden Ocean from U.S. GAAP to IFRS, as well as reclassifications to conform Golden Ocean’s historical accounting presentation to CMB.TECH’s accounting presentation.
None of the adjustments that are reflected in the pro forma financial information will have a material income tax impact.
- Adjustments to Golden Ocean’s consolidated financial statements
During the preparation of this pro forma financial information, management of CMB.TECH has performed a preliminary review and comparison of Golden Ocean’s U.S. GAAP accounting policies with CMB.TECH’s IFRS accounting policies. For purposes of preparing the Pro Forma Financial Information, Golden Ocean’s historical audited consolidated financial statements prepared under U.S. GAAP were reconciled to IFRS, based on a preliminary IFRS assessment of U.S. GAAP differences. The following adjustments were identified: (i) the accounting treatment of dry dock expenses, (ii) the reclassification of accrued interests and (iii) the reclassification of luboils. Neither the reconciliation to IFRS nor the resulting pro forma financial information has been audited.
Unaudited Adjusted Golden Ocean Consolidated Statement of Financial Position as of December 31, 2024
| Historical | Reclassifications and selected adjustments from<br><br> U.S. GAAP to IFRS(1) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| in thousands of USD | Golden<br><br> Ocean<br><br> (U.S. GAAP) | Drydock<br><br> Expenses<br><br> Note 2.1 | Accrued Interests<br><br> Note 2.2 | Luboils Note 2.3 | Total (IFRS)<br><br> Adjustments | Golden Ocean<br><br> (IFRS) | ||||||
| ASSETS | ||||||||||||
| NON-CURRENT ASSETS | 3,092,753 | 99,586 | — | — | 99,586 | 3,192,339 | ||||||
| Property, plant and equipment | 3,019,633 | 99,586 | — | — | 99,586 | 3,119,219 | ||||||
| Vessels - owned | 2,959,129 | 79,570 | — | — | 79,570 | 3,038,699 | ||||||
| Right-of-use assets | 60,504 | 20,016 | — | — | 20,016 | 80,520 | ||||||
| Assets under construction | — | — | — | — | — | — | ||||||
| Other tangible assets | — | — | — | — | — | — | ||||||
| Prepayments | — | — | — | — | — | — | ||||||
| Intangible assets | — | — | — | — | — | — | ||||||
| Financial assets | 73,120 | — | — | — | — | 73,120 | ||||||
| CURRENT ASSETS | 286,541 | — | — | -15,418 | -15,418 | 271,123 | ||||||
| Inventory | 37,463 | — | — | -15,418 | -15,418 | 22,045 | ||||||
| Trade and other receivables | 119,972 | — | — | — | — | 119,972 | ||||||
| Current tax assets | — | — | — | — | — | — | ||||||
| Cash and cash equivalents | 129,106 | — | — | — | — | 129,106 | ||||||
| Assets classified as held for sale | — | — | — | — | — | — | ||||||
| TOTAL ASSETS | 3,379,294 | 99,586 | — | -15,418 | 84,168 | 3,463,462 | ||||||
| EQUITY AND LIABILITES | ||||||||||||
| EQUITY | 1,899,977 | 99,586 | — | — | 99,586 | 1,999,563 | ||||||
| Equity attributable to owners of the Company | 1,899,977 | 99,586 | — | — | 99,586 | 1,999,563 | ||||||
| Share capital | 10,061 | — | — | — | — | 10,061 | ||||||
| Share premium | 1,583,381 | — | — | — | — | 1,583,381 | ||||||
| Translation reserve | — | — | — | — | — | — | ||||||
| Hedging reserve | — | — | — | — | — | — | ||||||
| Treasury shares | -14,314 | — | — | — | — | -14,314 | ||||||
| Retained earnings | 320,849 | 99,586 | — | — | 99,586 | 420,435 | ||||||
| Non-controlling interest | — | — | — | — | — | — | ||||||
| NON-CURRENT LIABILITIES | 1,244,925 | — | — | — | — | 1,244,925 | ||||||
| Loans and borrowing | 1,244,925 | — | — | — | — | 1,244,925 | ||||||
| Lease liabilities | 56,076 | — | — | — | — | 56,076 | ||||||
| Bank loans | 904,575 | — | — | — | — | 904,575 | ||||||
| Other notes | — | — | — | — | — | — | ||||||
| Other loans | 284,274 | — | — | — | — | 284,274 | ||||||
| Deferred tax liabilities | — | — | — | — | — | — | ||||||
| Employee benefits | — | — | — | — | — | — | ||||||
| CURRENT LIABILITIES | 234,392 | — | — | -15,418 | -15,418 | 218,974 | ||||||
| Lease liabilities | 21,243 | — | — | — | — | 21,243 | ||||||
| Bank loans | 98,040 | — | 9,769 | — | 9,769 | 107,809 | ||||||
| Other notes | — | — | — | — | — | — | ||||||
| Other loans | 15,808 | — | 309 | — | 309 | 16,117 | ||||||
| Trade and other payables | 99,301 | — | -10,078 | -15,418 | -25,496 | 73,805 | ||||||
| Current tax liabilities | — | — | — | — | — | — | ||||||
| Provisions | — | — | — | — | — | — | ||||||
| TOTAL EQUITY AND LIABILITIES | 3,379,294 | 99,586 | — | -15,418 | 84,168 | 3,463,462 |
(1) On the basis CMB.TECH’s historical financial statement presentation format, some Golden Ocean items have been grouped differently as compared to the financial statements included in Golden Ocean’s annual report on Form 20-F for the year ended December 31, 2024.
Unaudited Pro Forma Condensed Combined Consolidated Statement of Profit or Loss For the year ended December 31, 2024
| Selected adjustments from U.S.<br><br> GAAP to IFRS | |||||||
|---|---|---|---|---|---|---|---|
| in thousands of US Dollars | Drydock Expenses | Total (IFRS) Adjustments | Golden Ocean (IFRS) | ||||
| Revenue | 968,420 | — | — | 968,420 | |||
| Gain on Disposal of Vessels | 21,427 | — | — | 21,427 | |||
| Other Operating Income | — | — | — | ||||
| Raw Materials and Consumables | — | — | — | ||||
| Voyage Expenses and Commissions | -192,890 | — | — | -192,890 | |||
| Vessel Operating Expenses | -293,971 | 55,107 | 55,107 | -238,864 | |||
| Charter Hire Expenses | -22,715 | — | — | -22,715 | |||
| Loss on Disposal of Vessels/Other Tangible Assets | — | — | — | ||||
| Depreciation Tangible Assets | -141,627 | — | — | -141,627 | |||
| Amortization Intangible Assets | — | — | — | ||||
| Impairment Losses | — | — | — | ||||
| General and Administrative Expenses | -24,303 | — | — | -24,303 | |||
| RESULTS FROM OPERATING ACTIVITIES | 314,341 | 55,107 | 55,107 | 369,448 | |||
| Finance Income | 22,084 | — | — | 22,084 | |||
| Finance Expenses | -108,593 | — | — | -108,593 | |||
| Net Finance Expense | -86,509 | — | — | -86,509 | |||
| Share of Result of Equity-Accounted Investees, Net of Tax | -4,070 | — | — | -4,070 | |||
| Profit (Loss) Before Income Tax | 223,762 | 55,107 | 55,107 | 278,869 | |||
| Income Tax Benefit (Expense) | -548 | — | — | -548 | |||
| Profit (Loss) for the Period | 223,214 | 55,107 | 55,107 | 278,321 | |||
| Attributable to: | |||||||
| Owners of the Company | 223,214 | 55,107 | 55,107 | 278,321 | |||
| Non-Controlling Interests | — | — | — | ||||
| Weighted Number of Shares | 199,403,293 | 199,403,293 | 199,403,293 | ||||
| Basic and Diluted Earnings Per Share (in ) | 1.12 | 0.28 | 1.40 |
All values are in US Dollars.
Following the consummation of the Merger, management of CMB.TECH will conduct a final review of Golden Ocean’s accounting policies in an effort to determine if differences in accounting policies require further adjustment or reclassification of Golden Ocean’s statement of profit or loss or reclassification of assets or liabilities to conform to CMB.TECH’s accounting policies and classifications, as required by acquisition accounting rules. As a result of that review, management may identify differences that, when conformed, could have a material impact on this unaudited pro forma condensed combined financial information.
Note 2.1 Drydock expenses
An amount of $99.6 million of historic drydock expenses has been reclassified from equity to property, plant and equipment to reflect the different treatment of drydock expenses that under U.S. GAAP are being expensed when incurred whereas under IFRS and per CMB.TECH’s accounting policies drydock expenses are considered as a separate component and are depreciated on a straight-line basis to the next estimated drydock.
CMB.TECH’s accounting policy in respect of depreciation of vessels and drydock specifies that (i) depreciation is calculated on a straight-line basis over the anticipated useful life of the vessel from the date of initial delivery to a residual value based on the scrap value of the vessel and (ii) a notional drydock component is allocated from the vessel’s cost and depreciated on a straight-line basis to the next estimated drydock. For pro forma purposes, an amount of $55.1 million of expensed dry dock costs in 2024 has been included as a reduction of Vessel operating expenses. The depreciation adjustment is reflected as part of the transaction accounting adjustments as shown in Note 3.
Note 2.2 Accrued interests
A total of $10.1 million of accrued interests has been reclassified to Loans, $9.8 million to bank loans and $0.3 million to other loans.
Note 2.3 Luboils
As per CMB.TECH’s accounting policies, luboils are not considered as inventory but are expensed monthly as part of the ship operating expenses as charged by the ship managers. Subsequently, an amount of $15.4 million has been reclassified from inventory to trade and other payables.
- Preliminary purchase price allocation
In respect of the initial acquisition of the Golden Ocean shares from Hemen, the unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting and was based on the historical financial information of CMB.TECH and Golden Ocean. The acquisition method of accounting, based on IFRS 3, uses the fair value concepts defined in IFRS 13 Fair Value Measurement (“IFRS 13”). Acquisition accounting is dependent upon certain valuations. Accordingly, the purchase price allocation included herein has been presented solely for the purpose of providing pro forma financial information. The process for estimating the fair values of identifiable intangible assets and certain tangible assets requires the use of judgment in determining the appropriate assumptions and estimates. CMB.TECH’s management’s approach to deriving these estimates is described below.
The subsequent acquisitions of Golden Ocean shares as well as the merger will be accounted for as a step-acquisition of the non-controlling interest to equity on the basis of IFRS 10.B96.
The following represents the preliminary calculation of the goodwill amount at initial recognition of the participating interest in Golden Ocean and the allocation of the total purchase price based on management’s valuation of Golden Ocean’s identifiable tangible assets acquired and liabilities assumed as of December 31, 2024:
in thousands of US Dollars
- Acquisition of the shares held by Hemen
| Total purchase price consideration | 1,178,960 | |||
|---|---|---|---|---|
| paid in cash | 1,178,960 | |||
| paid in shares | — | |||
| Fair value of net assets acquired and liabilities assumed | 2,513,847 | |||
| Share acquired | 40,8036 | % | 1,025,740 | |
| Goodwill | 153,220 |
- Subsequent acquisitions and merger (transaction with non-controlling shareholders)
| Total purchase and merger price consideration | 137,065 | |||
|---|---|---|---|---|
| paid in cash | 137,065 | |||
| paid in shares | — | |||
| Fair value of net assets acquired and liabilities assumed | 2,513,847 | |||
| Share acquired | 8,5437 | % | 214,776 | |
| Shown as an increase of equity | 77,711 |
- Merger (transaction with non-controlling shareholders)
| Total purchase and merger price consideration | 1,461,363 | |||
|---|---|---|---|---|
| paid in cash | — | |||
| paid in shares | 1,461,363 | |||
| Fair value of net assets acquired and liabilities assumed | 2,513,847 | |||
| Share acquired | 50,6527 | % | 1,273,331 | |
| Shown as a decrease of equity | -188,032 |
CMB.TECH has performed preliminary valuation analysis of the fair market value of Golden Ocean’s assets to be acquired and liabilities to be assumed. CMB.TECH has estimated the allocations to such assets and liabilities as follows:
| in thousands of US Dollars | |
|---|---|
| Estimated fair values of net assets acquired and liabilities assumed: | |
| Property, plant and equipment (Note 3.1) | 3,681,125 |
| Financial assets | 73,120 |
| Current assets | 271,123 |
| Current and non-current bank loans | -1,012,384 |
| Other loans | -300,391 |
| Current lease liabilities | -124,941 |
| Other current and non-current liabilities | -73,805 |
| Fair value of net assets acquired and liabilities assumed | 2,513,847 |
Except as discussed below, the carrying value of the Golden Ocean assets and liabilities are considered to approximate their fair values.
For pro forma purposes, the fair value of Golden Ocean’s identifiable tangible assets acquired and liabilities assumed are based on an estimate of fair values and these are below the consideration amount. CMB.TECH’s management subsequently reassessed whether it has correctly identified all of the assets acquired and all of the liabilities assumed and concluded it had done so. CMB.TECH’s management considers the excess of the consideration price over the fair value as a premium paid to acquire Hemen’s shareholding in Golden Ocean. Based on these calculations, CMB.TECH shall recognize the resulting goodwill on the statement of financial position. This goodwill will subsequently be tested for impairment annually.
Note 3.1 Property, plant and equipment
As of December 31, 2024, Golden Ocean had eight vessels on charter from SFL Corporation Ltd. (“SFL”) that are accounted for as leases and shown as Right-of-use assets. Golden Ocean had the option to purchase these eight vessels en-bloc for an aggregate price of $112 million on the 10-year anniversary of the commencement of the leases. In January 2025, Golden Ocean sent a notice to SFL declaring the purchase option for the eight vessels. The purchase will be finalized during the third quarter of 2025. For pro forma purposes, a pro forma adjustment has been recorded by increasing its liabilities and associated assets with an amount of $47.6 million to reflect the option price prior to the revaluation to fair value (see also Note 3.5).
The carrying value as of December 31, 2024, of the Golden Ocean vessels, after reclassifications and adjustments from U.S. GAAP to IFRS (see Note 2), amounts to $3,119.2 million. Considering the estimated fair value as per March 12, 2025, of $3,681.1 million this results in the recognition of a preliminary fair value adjustment of $561.9 million. The estimated fair value is based on management’s estimates after considering market values obtained from two independent ship brokers, which are inherently uncertain, and based on charter free vessels. In addition, vessel values are highly volatile, as such, these estimates may not be indicative of the future basic market value of the vessels or prices that could be achieved if the vessels were sold. One vessel that was sold on March 21, 2025, was valued at its net sales price.
Following CMB.TECH’s management estimates, the vessels have a useful life of 20 years.
Note 3.2 Intangible assets
The preliminary purchase price allocation following the initial recognition of the controlling interest in Golden Ocean results in a goodwill amounting to
$153.2 million.
Note 3.3 Cash and cash equivalents
The amount of $1,334.3 million represents the total purchase consideration paid for the acquisition of the Hemen shares ($1,178.9 million) and the subsequent acquisitions ($73.1 million in March 2025 and $64.0 million in April 2025).
Note 3.4 Equity attributable to owners of the Company
The impact on equity of the preliminary purchase price allocation can be summarized as follows:
| in thousands of USD | Elimination of Golden Ocean historic equity balances | IFRS reclassification of drydock expenses | Equity increase on subsequent share purchases | Capital increase upon merger | Total impact | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Equity attributable to owners of the Company | -1,899,977 | -99,586 | 77,711 | 1,273,331 | -648,521 | |||||
| Share capital | -10,061 | 0 | 0 | 104,292 | 94,231 | |||||
| Share premium | -1,583,381 | 0 | 0 | 1,357,071 | -226,310 | |||||
| Translation reserve | 0 | 0 | 0 | 0 | 0 | |||||
| Hedging reserve | 0 | 0 | 0 | 0 | 0 | |||||
| Treasury shares | 14,314 | 0 | 0 | 0 | 14,314 | |||||
| Retained earnings | -320,849 | -99,586 | 77,711 | -188,032 | -530,756 |
Upon completion of the Merger, CMB.TECH will issue 95,952,934 CMB.TECH ordinary shares to the Golden Ocean shareholders (other than CMB.TECH, Golden Ocean or Merger Sub), as Merger Consideration (subject to adjustment, pursuant to the terms of the Merger Agreement). The shares have par value of $1.0869 per share (rounded for indicative purposes only) and will be issued at the fixed price of $15.23 per CMB.TECH ordinary share as agreed between parties in the Merger Agreement (subject to adjustment, pursuant to the terms of the Merger Agreement). Based on the par value per share and the above assumptions, this results in an increase in Share capital of $104 million and an increase in Share premium of $1,357 million.
Note 3.5 Lease liabilities
Following declaring the purchase option for the eight vessels Golden Ocean has on lease, the lease liabilities and right of use assets were increased with an amount of $47.6 million to reflect the option price (see also Note 3.1). Additionally, $56.1 million of leasing debt was reclassified from long term debt to short term debt for purposes of the pro forma combined financial information.
Note 3.6 Depreciation tangible assets
Depreciation expense for the year ended December 31, 2024, has been increased by $109 million as a consequence of the fair value adjustment to the carrying value of the Golden Ocean vessels as part of the preliminary purchase price allocation and the application of the CMB.TECH depreciation management estimates. For the pro forma depreciation expense, CMB.TECH’s management has applied its accounting policy and management estimate for the depreciation of vessels and drydock whereby (i) depreciation is calculated on a straight-line basis over the anticipated useful life of the vessel from the date of initial delivery to a residual value based on the scrap value of the vessel and (ii) a notional drydock component is allocated from the vessel’s cost and depreciated on a straight-line basis to the next estimated drydock. An amount of $55.1 million of expensed dry dock costs has been included as a reduction of vessel operating expense (See also Note 2). In line with CMB.TECH’s management estimates, the dry bulk vessels are expected to have a useful life of 20 years. Management re-assesses on a yearly basis the residual value of its fleet. The residual value of each vessel is calculated using the product of its lightweight tonnage and an estimated net scrap rate.
- Financing
To finance the initial acquisition of the Golden Ocean shares held by Hemen and the subsequent acquisitions in the open market, CMB.TECH concluded two financing facilities: a $1.150 billion Bridge Facilities Agreement and a $150 million share purchase facility. The facilities carry an interest of Secured Overnight Financing Rate (“SOFR”) + 3% from the date of the agreement to (but excluding) the date falling six months after the date of the agreement. The pro forma adjustment includes an amount of additional debt of $1.298 billion that was drawn under the two facilities and $17.8 million was funded from available cash. Debt issuance costs associated to this facility amounting to $16.4 million have been recorded to cash and cash equivalents and current bank loans.
For pro forma purposes, a refinancing facility is included for the next six months, bearing an interest rate of SOFR + 2.75%, as well as a facility bearing an interest rate of 3%. Both facilities are assumed to have a five-year tenor.
The pro forma combined statement of profit or loss includes:
| • | $16.4 million of debt issuance costs related to the bridge facilities, |
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| • | $1.64 million as amortization of debt issuance costs associated with the refinancing facility and |
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| • | $81.6 million of interest expenses related to both facilities. |
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- Other transaction accounting adjustments
Total estimated transaction and related costs in relation to the Merger amount to $18.7 million.
| (i) | CMB.TECH estimates a total of $15.7 million in transaction costs for it to complete the Merger. The actual transaction costs incurred could differ materially from this estimate. These costs<br> mainly consist of advisory and other professional fees and have been recorded to accrued expenses and retained earnings. |
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| (ii) | Golden Ocean estimates a total of $3 million in transaction costs for it to complete the Merger. The actual transaction costs incurred could differ materially from this estimate. These costs<br> mainly consist of advisory and other professional fees and have been recorded to accrued expenses and retained earnings. |
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