Cmb.Tech (CMBT) Proposed Merger Presentation summary

Merger overview and structure

• CMB.TECH and Golden Ocean propose a stock-for-stock merger, with CMB.TECH as the surviving entity and shareholders owning approximately 70% (CMB.TECH) and 30% (Golden Ocean) of the combined company post-merger.

• Golden Ocean shareholders will receive 0.95 CMB.TECH shares per Golden Ocean share, based on share prices of $15.23 (CMB.TECH) and $14.49 (Golden Ocean).

• Combined company will be headquartered in Belgium, led by Alexander Saverys as CEO, and listed on NYSE, Euronext Brussels, and Euronext Oslo Børs.

• The merger aims for completion in Q3 2025, subject to customary approvals and regulatory consents.

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

Strategic rationale and market positioning

• The merger creates the largest listed diversified maritime group, with over 250 vessels and a modern, eco-friendly fleet.

• The combined entity will have a significant presence across dry bulk, tankers, containers, chemicals, and offshore wind sectors.

• The group is positioned at the forefront of decarbonization, with dual-fuel and ammonia-ready vessels to meet evolving regulatory requirements.

• The company is geared for resilient performance, balancing spot and long-term contracts, and serving blue-chip clients.

• Backed by an anchor shareholder with over 130 years of shipping experience and a strong dividend track record.

Financial highlights and valuation

• Combined fair market value (FMV) of the fleet is approximately $11.1 billion, based on independent broker valuations.

• Pro forma FY2024 revenue is $1.72 billion, EBITDA (excl. capital gain) is $944 million (55% margin), and liquidity is $623 million.

• Net leverage for the combined entity is 49.3%, and dividends per share reach $6.77.

• The merger is expected to create compelling value for stakeholders, with a contract backlog of around $3 billion.

• The exchange ratio and valuation are based on recent share purchase agreements and market values as of March 2025.