Golden Ocean Group (GOGL) CMD 2025 summary

Merger details and structure

• A stock-for-stock merger is proposed, with CMB Tech as the surviving entity and shareholders owning 67–70% (CMB Tech) and 30–33% (Golden Ocean) post-merger.

• The exchange ratio is 0.95 CMB Tech shares for each Golden Ocean share, based on share values of $15.23 and $14.49.

• The combined entity will be listed on NYSE, Euronext Brussels, and pursue a secondary listing on Oslo Børs, with Golden Ocean's listings removed.

• The merger targets closing in Q3 2024 or Q3 2025, subject to approvals and due diligence.

• Combined market capitalization is estimated at $3.2 billion, with a free float of about 38–38.4%.

Strategic focus and future plans

• The group will maintain a strategy centered on diversification across shipping segments and decarbonization, focusing on hydrogen and ammonia as future fuels.

• Decarbonization efforts include a modern eco fleet, retrofitting for hydrogen/ammonia, and investing in new zero-carbon vessels.

• Regulatory support, such as FuelEU Maritime, IMO, EU ETS, and potential greenhouse gas taxes, underpins the decarbonization strategy.

• The company is not fixed on fleet size, focusing on rejuvenating the fleet and recycling capital into modern tonnage as opportunities arise.

• Integration of Golden Ocean, completion of the current CapEx program, and leveraging strategic partnerships and long-term contracts are near-term priorities.

Financial guidance and value creation

• 2024 net profit was $870–$871 million for CMB Tech, with $350–$344 million liquidity and $2.2 billion outstanding CapEx.

• Golden Ocean reported FY 2024 net income of $223 million.

• Combined company EBITDA for 2024 is projected at $944 million to over $1 billion, with a margin of 55% and leverage around 50–65%.

• Dividend guidance for the combined entity is $6.77 per share for FY 2024, with a history of 45–62% payout ratios and over $2 billion paid since 2004.

• Anchor shareholder will hold 62% post-merger, providing stability during market volatility.