Cmb.Tech (CMBT) CMD 2025 summary

Merger overview and transaction details

• CMB.TECH and Golden Ocean propose a stock-for-stock merger, with CMB.TECH as the surviving entity; post-merger ownership will be approximately 70% CMB.TECH shareholders and 30% Golden Ocean shareholders, with an exchange ratio of 0.95 CMB.TECH shares per Golden Ocean share, based on share values of $15.23 and $14.49, subject to adjustments.

• Golden Ocean’s listings will be discontinued; CMB.TECH will remain listed on NYSE and Euronext Brussels and seek a secondary listing on Oslo Børs.

• The combined entity will be headquartered in Belgium, operate globally, and have a free float of about 38%.

• Merger completion is targeted for Q3 2025, pending due diligence, regulatory and shareholder approvals, and execution of definitive agreements.

• The combined company will have over 250 ships, a $3 billion contract backlog, a projected NAV of $14.9 per share, and a market cap of approximately $3.2 billion.

Strategic direction and value creation

• The merger creates the largest listed diversified maritime group, focusing on diversification across shipping segments and pragmatic decarbonization through dual-fuel and eco ships.

• Strategy includes operating a modern eco fleet, retrofitting ships for hydrogen/ammonia, and investing in new zero-carbon vessels, supported by regulatory tailwinds from IMO and EU policies.

• The group aims for resilient performance across shipping cycles, leveraging diversification in dry bulk, tankers, containers, chemicals, and offshore wind.

• Dividend policy has historically returned 45-62% of net profits to shareholders.

• The Saverys family anchors the group, bringing over 130 years of shipping experience and a track record of value creation.

Financial guidance and performance

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

• Net leverage for the combined group is projected at 49.3%, with liquidity of $623 million and dividends of $6.77 per share for FY 2024.

• CMB.TECH reported FY 2024 net income of $871 million and Golden Ocean $223 million.

• The combined fair market value of the fleet is estimated at $11.1 billion, with an average vessel age of 6.1 years (excluding CTVs).

• The group’s balance sheet is robust, with equity/total assets above 30% and significant contract backlog supporting future cash flows.