ANTWERP, Belgium, 4 March, 2025 - CMB.TECH NV
(NYSE: CMBT & Euronext: CMBT) (“CMB.TECH”) today announced that
it, through its wholly-owned subsidiary, CMB.TECH Bermuda Ltd., has
entered into a share purchase agreement with Hemen Holding Limited
(“Hemen”), for the acquisition of 81,363,730 shares in Golden Ocean
Group Limited (“Golden Ocean”) at a price of 14.49 USD per share
(the “Transaction”). The shares represent approx. 40.4% of Golden
Ocean’s issued share capital (calculated on the basis that Golden
Ocean has issued 201,165,621 shares) and approx. 40.8% of Golden
Ocean’s outstanding shares with voting rights (calculated on the
basis that Golden Ocean has 1,787,328 treasury shares which are
excluded from voting on). CMB.TECH did not own any shares or right
to shares in Golden Ocean prior to the Transaction.
This acquisition is in line with CMB.TECH’s
strategic objective of diversification, with CMB.TECH intending to
become a long-term shareholder in Golden Ocean and investing in a
modern dry bulk fleet.
Alexander Saverys, CEO of CMB.TECH, commented:
"The acquisition of the Golden Ocean shares from Hemen
represents a significant milestone in CMB.TECH’s diversification
strategy. We look forward to engaging with the board, management
and employees of Golden Ocean and to build on Golden Ocean’s and
Mr. Fredriksen’s strong legacy to drive long-term growth and
innovation”.
The Transaction is not subject to any
conditions, and completion is expected to take place on 12 March
2025. To the extent the Transaction might impact Golden Ocean’s
financing agreements, CMB.TECH has identified a bank syndicate to
refinance all or parts of the current outstanding debt in Golden
Ocean.
The Transaction will not trigger a mandatory
takeover bid or similar offer in Bermuda, Norway, the United
States, or any other jurisdiction.
Please refer to CMB.TECH’s separate announcement
today regarding the Transaction, available on CMB.TECH’s website
https://cmb.tech. CMB.TECH is listed on Euronext Brussels and the
NYSE under the ticker symbol CMBT. More information can be found at
https://cmb.tech.
This information is subject to the disclosure
requirements set out in section 4-2 of the Norwegian Securities
Trading Act.
Forward-Looking Statements
Matters discussed in this press release may
constitute forward-looking statements. The Private Securities
Litigation Reform Act of 1995 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 you that we will achieve or accomplish these
expectations, beliefs or projections.
In addition to these important factors, other
important factors that, in CMB.TECH’s view, could cause actual
results to differ materially from those discussed in the
forward-looking statements include 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 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.
Disclaimer
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 for information purposes
only and is not an offer or a tender offer document and, as such,
is not intended to constitute or form any part of an offer or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of any securities, or the
solicitation of any vote or approval in any jurisdiction.
This notice does not constitute a takeover bid
to purchase securities of CMB.TECH or Golden Ocean or anyone else
nor a solicitation by anyone in any jurisdiction with respect to
CMB.TECH or Golden Ocean or anyone else. No action has been taken
to enable a takeover bid in any jurisdiction, and no such actions
will be taken. Neither this notice nor any other information in
respect of the matters contained herein may be supplied in any
jurisdiction where a registration, qualification or any other
obligation is in force or would be with regard to the content
hereof or thereof. Any failure to comply with these restrictions
may constitute a violation of the financial laws and regulations in
such jurisdictions.
Additional Information for U.S.
Holders
The securities offered will not be and have not
been registered under the US Securities Act of 1933 and may not be
sold in the United States absent registration an applicable
exemption from registration.
Golden Ocean (NASDAQ:GOGL)
Historical Stock Chart
From Feb 2025 to Mar 2025
Golden Ocean (NASDAQ:GOGL)
Historical Stock Chart
From Mar 2024 to Mar 2025
