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; shareholders will own 67% (CMB.TECH) and 33% (Golden Ocean) of the combined company, 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 and $14.49.

• The combined entity will be headquartered in Antwerp, Belgium, led by Alexander Saverys as CEO, and listed on NYSE, Euronext Brussels, and seeking a secondary listing on Oslo Børs.

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

• The merger is targeted for completion in Q3 2025, subject to regulatory and Golden Ocean shareholder approvals.

Strategic rationale and future plans

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

• Focus on decarbonization through dual-fuel, eco ships, and leveraging low-carbon fuels like hydrogen and ammonia.

• Strategy aims for resilience across shipping cycles, supported by a diversified fleet and a contract backlog of ~$3 billion.

• Plans include leveraging regulatory trends (EU Green Deal, IMO 2028) and green financing for sustainable growth.

• The Saverys family remains a strong anchor shareholder, providing over 130 years of shipping experience.

Financial guidance and value creation

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

• CMB.TECH reported 2023/2024 net profit of $870–$871 million, Golden Ocean posted $223 million, both with strong cash flow.

• Combined NAV estimated at $14.9–$15 per share, with a pro forma 2024 EBITDA exceeding $1 billion (excluding capital gains).

• Dividend policy remains fully discretionary, with historical payout ratios of 45–62.5% and dividends of $6.77 per share.

• Outstanding CapEx commitments total $2.2 billion, fully financed, with $900 million–$1 billion per year over the next few years.