Cmb.Tech (CMBT) CMD 2025 summary

Merger details and transaction structure

• CMB.TECH and Golden Ocean propose a stock-for-stock merger, with CMB.TECH as the surviving entity; shareholders will own about 70% (CMB.TECH) and 30% (Golden Ocean) post-merger, subject to adjustments.

• Exchange ratio set at 0.95 CMB.TECH shares for each Golden Ocean share, based on $15.23 and $14.49 per share valuations, with possible adjustments for share buybacks, issuances, or dividends before completion.

• The combined entity will have over 250 vessels, a fair market value exceeding $11 billion, and a projected NAV of $14.9 per share.

• Golden Ocean will delist from NASDAQ and Euronext Oslo Børs; CMB.TECH will remain listed on NYSE and Euronext Brussels, and seek a secondary listing on Oslo Børs, with completion targeted for Q3 2025.

• Free float will increase to about 38%, enhancing market liquidity and investor access.

Strategic focus and future plans

• The merger creates the largest listed diversified maritime group, with a focus on decarbonization, modern eco fleets, and investments in hydrogen/ammonia-powered vessels.

• Strategy centers on diversification across dry bulk, tankers, containers, chemicals, and offshore wind, with resilience across shipping cycles.

• Regulatory support from EU and IMO for decarbonization, with upcoming carbon taxes and emission regulations expected to accelerate the transition.

• No fixed fleet size target; focus remains on rejuvenating the fleet and recycling capital into modern tonnage as opportunities arise.

• Integration of Golden Ocean and completion of current CapEx program are immediate priorities, but new projects are not ruled out if financially justified.

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.

• Net profit for 2024 is $871 million for CMB.TECH and $223 million for Golden Ocean, with combined liquidity of $623 million and contract backlog near $3 billion.

• Outstanding CapEx of $2.2 billion and net leverage projected at 49.3%.

• Dividend payout historically around 45-62% of net profits, with over $2 billion paid since 2004 and $6.77 per share for FY 2024.

• The Saverys family anchors the group, holding a majority stake and providing stability through cycles.