Golden Ocean Group (GOGL) CMD 2025 summary

Transaction overview and merger structure

• CMB.TECH and Golden Ocean announced a stock-for-stock merger, with CMB.TECH as the surviving entity; shareholders will own 67–70% (CMB.TECH) and 30–33% (Golden Ocean) post-merger, based on an exchange ratio of 0.95 CMB.TECH shares per Golden Ocean share.

• The combined entity will be headquartered in Antwerp/Belgium, maintain listings on NYSE and Euronext Brussels, and seek a new listing on Oslo Børs; Golden Ocean will delist from NASDAQ and Euronext Oslo Børs.

• The merger is subject to due diligence, regulatory and shareholder approvals, and is targeted for completion by July or Q3 2025.

• The exchange ratio is based on NAV and broker valuations: $14.49 per Golden Ocean share and $15.23 per CMB.TECH share.

• Alexander Saverys will remain CEO of the combined group, with the Saverys family as a strong anchor shareholder.

Combined business profile and strategy

• The merged group will own over 250 vessels with an average fleet age of six years and a fair market value above $11 billion.

• Strategic focus on diversification across dry bulk, tankers, containers, chemicals, and offshore wind, with a strong emphasis on decarbonization and alternative fuels.

• The business model centers on enabling the maritime industry's transition from grey to green, leveraging proprietary hydrogen and ammonia technologies.

• The group aims to be the reference in sustainable shipping, rewarding shareholders and attracting top talent.

• The Saverys family provides long-term stability and strategic direction.

Financial guidance and capital allocation

• Pro forma 2024 EBITDA for the combined group is projected at $944 million to over $1 billion, with a 55% margin and revenue of $1.7 billion.

• Combined market cap is estimated at $3.2 billion, with a free float of 38.4–40%.

• Outstanding capex commitments total $2.2 billion, with $900 million–$1 billion in annual capex over the next several years, mostly financed through debt and operational cash flow.

• Dividend per share for FY 2024 is $6.77 (pro forma), with a historical payout ratio of 45–62.5% over 13 years.

• Net leverage target is ~50% through the cycle, with liquidity of $623 million as of FY 2024.