Cmb.Tech (CMBT) CMD 2025 summary

Transaction overview and structure

• CMB.TECH and Golden Ocean announced a stock-for-stock merger, with CMB.TECH as the surviving entity; post-merger, CMB.TECH and Golden Ocean shareholders will own approximately 67% and 33%, respectively, excluding treasury shares.

• Golden Ocean shareholders will receive 0.95 CMB.TECH shares per Golden Ocean share, based on agreed share prices of $15.23 per CMB.TECH share and $14.49 per Golden Ocean share.

• The combined entity will be headquartered in Antwerp/Belgium, led by Alexander Saverys as CEO, and listed on NYSE, Euronext Brussels, and will seek a new Oslo Børs listing; Golden Ocean's current listings will be discontinued.

• Combined market capitalization is estimated at $3.2 billion, with a free float near 40%.

• The merger targets completion in Q3 2025, subject to shareholder and regulatory approvals, with a targeted shareholder vote in July.

Strategic rationale and business model

• The merger creates the largest listed diversified maritime group, with over 250 modern vessels and an average fleet age of six years.

• Focus on diversification across shipping segments and decarbonization, with significant investment in hydrogen and ammonia-powered vessels.

• The group targets resilient performance across shipping cycles, leveraging a diversified fleet and a contract backlog of ~$3 billion.

• No significant cost synergies expected; value lies in scale, balance sheet strength, and market resilience.

• The Saverys family remains a strong anchor shareholder, supporting long-term stability and providing over 130 years of shipping experience.

Financial profile and guidance

• Pro forma FY 2024 revenue is $1.72 billion, with EBITDA (excluding capital gains) of $944 million and a 55% margin.

• CMB.TECH reported $870–$871 million net profit in 2023/2024 (including capital gains), $200 million excluding gains, and $500 million EBITDA.

• Golden Ocean posted $223 million net profit in 2024, with a robust balance sheet and sustainable dividend history.

• Liquidity stands at $623 million, contract backlog at $3 billion, outstanding CapEx at $2.2 billion, and fleet fair market value at $11.1 billion.

• Dividend policy remains fully discretionary, with historical payout ratios of 45–62.5%.