Latest news with #CMBTECH
Associated Press
4 days ago
- Business
- Associated Press
CMB.TECH's update on the Golden Ocean merger process
Antwerp, Aug. 11, 2025 (GLOBE NEWSWIRE) -- NV (NYSE: CMBT & Euronext Brussels: CMBT) (' provides an additional market update on the progress of the contemplated stock-for-stock merger between and Golden Ocean Group Limited (NASDAQ: GOGL & Euronext Oslo Børs: GOGL) ('Golden Ocean'). The transaction is structured as a stock-for-stock merger, with Golden Ocean merging with and into Bermuda Ltd. (' Bermuda'), a wholly-owned subsidiary of with Bermuda as the surviving company (the 'Merger'). In the framework of the Merger, all outstanding common shares of Golden Ocean [1] will ultimately be exchanged for newly issued ordinary shares at an exchange ratio of 0.95 ordinary shares of for each common share of Golden Ocean (the 'Exchange Ratio'), subject to customary adjustments pursuant to the agreement and plan of merger dated 28 May 2025 (the 'Merger Agreement'). Upon closing of the Merger, would issue approximately 95,952,934 new ordinary shares, assuming the Exchange Ratio is not adjusted. notes that the notice by Golden Ocean to hold a special general meeting on 19 August 2025 at 9.00 am ADT, at Hamilton Princess and Beach Club, 76 Pitts Bay Road, Hamilton HM 08, Bermuda, to vote on, among other things, the approval of the Merger Agreement, the Bermuda Merger Agreement (as defined in the Merger Agreement) and the transactions contemplated thereby including the Merger and the appointment of the exchange agent (the 'Golden Ocean SGM'), is available on Golden Ocean's website: GOGL – Notice of Special General Meeting – Golden Ocean. Golden Ocean shareholders of record at the close of business on the record date (16 July 2025) will be entitled to vote at the Golden Ocean SGM. Subject to a positive outcome of the Golden Ocean SGM, approval of the secondary listing on Euronext Oslo Børs and timely fulfillment of the Merger closing conditions set forth in the Merger Agreement, such as the Golden Ocean refinancing, which is progressing, the parties intend to complete the Merger as soon as possible after the Golden Ocean SGM. The parties currently expect closing to take place on or around 20 August 2025, which would also be the first day of trading for the newly issued shares on NYSE, Euronext Brussels and, tentatively, the first day of trading of on Euronext Oslo Børs. The day prior to the closing date would be the last day of trading of Golden Ocean's common shares on Nasdaq and on Euronext Oslo Børs. More information can be found in the registration statement on Form F-4 (the 'Registration Statement') filed by with the U.S. Securities and Exchange Commission on 1 July 2025, which was declared effective by the SEC on 16 July 2025. understands that Golden Ocean has received customary demand letters for additional disclosure in relation to the Registration Statement, as well as correspondence from certain shareholders stating their intention to exercise their rights as dissenting shareholders under Bermuda law, and notes that related legal proceedings have been filed. and Golden Ocean will analyse these claims and address them appropriately. [1] Other than Golden Ocean common shares already owned (directly or indirectly) by or Golden Ocean. About is a diversified and future-proof maritime group that owns and operates more than 160 seagoing vessels: crude oil tankers, dry bulk vessels, container ships, chemical tankers, offshore wind vessels and workboats. also offers hydrogen and ammonia fuel to customers, through own production or third-party producers. is headquartered in Antwerp, Belgium, and has offices across Europe, Asia, United States and Africa. is listed on Euronext Brussels and the NYSE under the ticker symbol 'CMBT'. About Golden Ocean Golden Ocean is a Bermuda incorporated shipping company specialising in the transportation of dry bulk cargoes. As of May 2025, the Golden Ocean fleet consists of more than 90 vessels, with an aggregate capacity of approximately 13.7 million deadweight tonnes. Golden Ocean's ordinary shares are listed on Nasdaq with a secondary listing on the Euronext Oslo Børs under the ticker symbol 'GOGL'. Forward-Looking Statements Matters discussed in this press release may constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words 'believe', 'anticipate', 'intends', 'estimate', 'forecast', 'project', 'plan', 'potential', 'may', 'should', 'expect', 'pending' and similar expressions identify forward-looking statements. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure that we will achieve or accomplish these expectations, beliefs or projections. In addition to these important factors, other important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include, but are not limited to, the failure to satisfy the conditions to completion of the Merger set forth in the Merger Agreement, the failure to obtain required shareholder approvals, the failure to complete the Merger within the expected timeframe or at all, the potential for the Merger Agreement to be terminated in accordance with its terms, the exercise of appraisal rights by Golden Ocean shareholders, the potential for litigation in connection with the Merger, the failure of counterparties to fully perform their contracts with us, the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for dry bulk and tanker vessel capacity, changes in our operating expenses, including bunker prices, dry-docking and insurance costs, the market for our vessels, availability of financing and refinancing, charter counterparty performance, ability to obtain financing and comply with covenants in such financing arrangements, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, vessels breakdowns and instances of off-hires and other factors. Please see our filings with the United States Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties. You are cautioned not to place undue reliance on forward-looking statements. These forward-looking statements are and will be based upon management's then-current views and assumptions regarding future events and operating performance and are applicable only as of the dates of such statements. assumes no duty to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, as of any future date. Disclaimer This press release is also published in Dutch. If ambiguities should arise from the different language versions, the English version will prevail. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons distributing this communication must satisfy themselves that it is lawful to do so. The potential transactions described in this announcement and the distribution of this announcement and other information in connection with the potential transactions in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. This announcement is not a recommendation in favor of the proposed Merger described herein. In connection with the proposed Merger, has filed with the SEC the Registration Statement that includes a prospectus of and a proxy statement of Golden Ocean. also has filed other relevant documents with the SEC regarding the proposed Merger. YOU ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS. You may obtain a free copy of the proxy statement/prospectus and other relevant documents that files with the SEC at the SEC's website at Attachment Katrien Hennin +32 499393470 [email protected]
Yahoo
4 days ago
- Business
- Yahoo
CMB.TECH's update on the Golden Ocean merger process
Antwerp, Aug. 11, 2025 (GLOBE NEWSWIRE) -- NV (NYSE: CMBT & Euronext Brussels: CMBT) (' provides an additional market update on the progress of the contemplated stock-for-stock merger between and Golden Ocean Group Limited (NASDAQ: GOGL & Euronext Oslo Børs: GOGL) ("Golden Ocean"). The transaction is structured as a stock-for-stock merger, with Golden Ocean merging with and into Bermuda Ltd. (" Bermuda'), a wholly-owned subsidiary of with Bermuda as the surviving company (the 'Merger'). In the framework of the Merger, all outstanding common shares of Golden Ocean[1] will ultimately be exchanged for newly issued ordinary shares at an exchange ratio of 0.95 ordinary shares of for each common share of Golden Ocean (the 'Exchange Ratio'), subject to customary adjustments pursuant to the agreement and plan of merger dated 28 May 2025 (the 'Merger Agreement'). Upon closing of the Merger, would issue approximately 95,952,934 new ordinary shares, assuming the Exchange Ratio is not adjusted. notes that the notice by Golden Ocean to hold a special general meeting on 19 August 2025 at 9.00 am ADT, at Hamilton Princess and Beach Club, 76 Pitts Bay Road, Hamilton HM 08, Bermuda, to vote on, among other things, the approval of the Merger Agreement, the Bermuda Merger Agreement (as defined in the Merger Agreement) and the transactions contemplated thereby including the Merger and the appointment of the exchange agent (the 'Golden Ocean SGM'), is available on Golden Ocean's website: GOGL – Notice of Special General Meeting – Golden Ocean. Golden Ocean shareholders of record at the close of business on the record date (16 July 2025) will be entitled to vote at the Golden Ocean SGM. Subject to a positive outcome of the Golden Ocean SGM, approval of the secondary listing on Euronext Oslo Børs and timely fulfillment of the Merger closing conditions set forth in the Merger Agreement, such as the Golden Ocean refinancing, which is progressing, the parties intend to complete the Merger as soon as possible after the Golden Ocean SGM. The parties currently expect closing to take place on or around 20 August 2025, which would also be the first day of trading for the newly issued shares on NYSE, Euronext Brussels and, tentatively, the first day of trading of on Euronext Oslo Børs. The day prior to the closing date would be the last day of trading of Golden Ocean's common shares on Nasdaq and on Euronext Oslo Børs. More information can be found in the registration statement on Form F-4 (the 'Registration Statement') filed by with the U.S. Securities and Exchange Commission on 1 July 2025, which was declared effective by the SEC on 16 July 2025. understands that Golden Ocean has received customary demand letters for additional disclosure in relation to the Registration Statement, as well as correspondence from certain shareholders stating their intention to exercise their rights as dissenting shareholders under Bermuda law, and notes that related legal proceedings have been filed. and Golden Ocean will analyse these claims and address them appropriately. [1] Other than Golden Ocean common shares already owned (directly or indirectly) by or Golden Ocean. About is a diversified and future-proof maritime group that owns and operates more than 160 seagoing vessels: crude oil tankers, dry bulk vessels, container ships, chemical tankers, offshore wind vessels and workboats. also offers hydrogen and ammonia fuel to customers, through own production or third-party producers. is headquartered in Antwerp, Belgium, and has offices across Europe, Asia, United States and Africa. is listed on Euronext Brussels and the NYSE under the ticker symbol 'CMBT'. About Golden Ocean Golden Ocean is a Bermuda incorporated shipping company specialising in the transportation of dry bulk cargoes. As of May 2025, the Golden Ocean fleet consists of more than 90 vessels, with an aggregate capacity of approximately 13.7 million deadweight tonnes. Golden Ocean's ordinary shares are listed on Nasdaq with a secondary listing on the Euronext Oslo Børs under the ticker symbol 'GOGL'. Forward-Looking Statements Matters discussed in this press release may constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words 'believe', 'anticipate', 'intends', 'estimate', 'forecast', 'project', 'plan', 'potential', 'may', 'should', 'expect', 'pending' and similar expressions identify forward-looking statements. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure that we will achieve or accomplish these expectations, beliefs or projections. In addition to these important factors, other important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include, but are not limited to, the failure to satisfy the conditions to completion of the Merger set forth in the Merger Agreement, the failure to obtain required shareholder approvals, the failure to complete the Merger within the expected timeframe or at all, the potential for the Merger Agreement to be terminated in accordance with its terms, the exercise of appraisal rights by Golden Ocean shareholders, the potential for litigation in connection with the Merger, the failure of counterparties to fully perform their contracts with us, the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for dry bulk and tanker vessel capacity, changes in our operating expenses, including bunker prices, dry-docking and insurance costs, the market for our vessels, availability of financing and refinancing, charter counterparty performance, ability to obtain financing and comply with covenants in such financing arrangements, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, vessels breakdowns and instances of off-hires and other factors. Please see our filings with the United States Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties. You are cautioned not to place undue reliance on forward-looking statements. These forward-looking statements are and will be based upon management's then-current views and assumptions regarding future events and operating performance and are applicable only as of the dates of such statements. assumes no duty to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, as of any future date. Disclaimer This press release is also published in Dutch. If ambiguities should arise from the different language versions, the English version will prevail. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons distributing this communication must satisfy themselves that it is lawful to do so. The potential transactions described in this announcement and the distribution of this announcement and other information in connection with the potential transactions in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. This announcement is not a recommendation in favor of the proposed Merger described herein. In connection with the proposed Merger, has filed with the SEC the Registration Statement that includes a prospectus of and a proxy statement of Golden Ocean. also has filed other relevant documents with the SEC regarding the proposed Merger. YOU ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS. You may obtain a free copy of the proxy statement/prospectus and other relevant documents that files with the SEC at the SEC's website at Attachment update on the Golden Ocean merger process CONTACT: Katrien Hennin +32 499393470 al recuperar los datos Inicia sesión para acceder a tu cartera de valores Error al recuperar los datos Error al recuperar los datos Error al recuperar los datos Error al recuperar los datos
Yahoo
4 days ago
- Business
- Yahoo
GOGL - Update on the CMB.TECH Merger Process
HAMILTON, Bermuda, 11 August, 2025 – Golden Ocean Group Limited (NASDAQ: GOGL & Euronext Oslo Børs: GOGL) ('Golden Ocean') provides an additional market update on the progress of the contemplated stock-for-stock merger between Golden Ocean and NV (NYSE: CMBT & Euronext Brussels: CMBT) (' The transaction is structured as a stock-for-stock merger, with Golden Ocean merging with and into Bermuda Ltd. (" Bermuda'), a wholly-owned subsidiary of with Bermuda as the surviving company (the 'Merger'). In the framework of the Merger, all outstanding common shares of Golden Ocean will ultimately be exchanged for newly issued ordinary shares at an exchange ratio of 0.95 ordinary shares of for each common share of Golden Ocean (the 'Exchange Ratio'), subject to customary adjustments pursuant to the agreement and plan of merger dated 28 May 2025 (the 'Merger Agreement'). Upon closing of the Merger, would issue approximately 95,952,934 new ordinary shares, assuming the Exchange Ratio is not adjusted. It is noted that the notice by Golden Ocean to hold a special general meeting on 19 August 2025 at 9.00 am ADT, at Hamilton Princess and Beach Club, 76 Pitts Bay Road, Hamilton HM 08, Bermuda, to vote on, among other things, the approval of the Merger Agreement, the Bermuda Merger Agreement (as defined in the Merger Agreement) and the transactions contemplated thereby including the Merger and the appointment of the exchange agent (the 'Golden Ocean SGM'), is available on the website of Golden Ocean: GOGL – Notice of Special General Meeting – Golden Ocean. Golden Ocean shareholders of record at the close of business on the record date (16 July 2025) will be entitled to vote at the Golden Ocean SGM. Subject to a positive outcome of the Golden Ocean SGM, approval of the secondary listing on Euronext Oslo Børs and timely fulfillment of the Merger closing conditions set forth in the Merger Agreement, such as the Golden Ocean refinancing which is progressing, the parties intend to complete the Merger as soon as possible after the Golden Ocean SGM. The parties currently expect closing to take place on or around 20 August 2025, which would also be the first day of trading for the newly issued shares on NYSE, Euronext Brussels and, tentatively, the first day of trading of on Euronext Oslo Børs. The day prior to the closing date would be the last day of trading of Golden Ocean's common shares on Nasdaq and on Euronext Oslo Børs. More information can be found in the registration statement on Form F-4 (the 'Registration Statement') filed by with the SEC on 1 July 2025, which was declared effective by the SEC on 16 July 2025. Golden Ocean has received customary demand letters for additional disclosure in relation to the Registration Statement, as well as correspondence from certain shareholders stating their intention to exercise their rights as dissenting shareholders under Bermuda law, and notes that related legal proceedings have been filed. Golden Ocean and and will analyse these claims and address them appropriately. About Golden Ocean Golden Ocean is a Bermuda incorporated shipping company specialising in the transportation of dry bulk cargoes. As of June 2025, the Golden Ocean fleet consists of 89 vessels, with an aggregate capacity of approximately 13.5 million deadweight tonnes. Golden Ocean's ordinary shares are listed on Nasdaq with a secondary listing on the Euronext Oslo Børs under the ticker symbol 'GOGL'. About is a diversified and future-proof maritime group that owns and operates more than 160 seagoing vessels: crude oil tankers, dry bulk vessels, container ships, chemical tankers, offshore wind vessels and workboats. also offers hydrogen and ammonia fuel to customers, through own production or third-party producers. is headquartered in Antwerp, Belgium, and has offices across Europe, Asia, United States and Africa. is listed on Euronext Brussels and the NYSE under the ticker symbol 'CMBT'. Forward-Looking Statements Matters discussed in this press release may constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. and Golden Ocean desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and they are including this cautionary statement in connection with this safe harbor legislation. The words 'believe', 'anticipate', 'intends', 'estimate', 'forecast', 'project', 'plan', 'potential', 'may', 'should', 'expect', 'pending' and similar expressions identify forward-looking statements. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, and Golden Ocean's management's examination of historical operating trends, data contained in company records and other data available from third parties. Although managements of and Golden Ocean believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond or Golden Ocean's control, there can be no assurance that or Golden Ocean will achieve or accomplish these expectations, beliefs or projections. In addition to these important factors, other important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include, but are not limited to, the failure to satisfy the conditions to completion of the Merger set forth in the Merger Agreement, the failure to obtain required shareholder approvals, the failure to complete the Merger within the expected timeframe or at all, the potential for the Merger Agreement to be terminated in accordance with its terms, the exercise of appraisal rights by Golden Ocean shareholders, the potential for litigation in connection with the Merger, the failure of counterparties to fully perform their contracts with us, the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for dry bulk and tanker vessel capacity, changes in our operating expenses, including bunker prices, dry-docking and insurance costs, the market for our vessels, availability of financing and refinancing, charter counterparty performance, ability to obtain financing and comply with covenants in such financing arrangements, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, vessels breakdowns and instances of off-hires and other factors. Please see our filings with the United States Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties. You are cautioned not to place undue reliance on and Golden Ocean's forward-looking statements. These forward-looking statements are and will be based upon their respective managements' then-current views and assumptions regarding future events and operating performance and are applicable only as of the dates of such statements. Neither nor Golden Ocean assumes any duty to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, as of any future date. Disclaimer Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons distributing this communication must satisfy themselves that it is lawful to do so. The potential transactions described in this announcement and the distribution of this announcement and other information in connection with the potential transactions in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. This announcement is not a recommendation in favor of the proposed Merger described herein. In connection with the proposed Merger, has filed with the SEC the Registration Statement that includes a prospectus of and a proxy statement of Golden Ocean. also has filed other relevant documents with the SEC regarding the proposed Merger. YOU ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS. You may obtain a free copy of the proxy statement/prospectus and other relevant documents that files with the SEC at the SEC's website at This information is considered inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and section 5 -12 of the Norwegian Securities Trading Act.
Associated Press
4 days ago
- Business
- Associated Press
GOGL - Update on the CMB.TECH Merger Process
HAMILTON, Bermuda, 11 August, 2025 – Golden Ocean Group Limited (NASDAQ: GOGL & Euronext Oslo Børs: GOGL) ('Golden Ocean') provides an additional market update on the progress of the contemplated stock-for-stock merger between Golden Ocean and NV (NYSE: CMBT & Euronext Brussels: CMBT) (' The transaction is structured as a stock-for-stock merger, with Golden Ocean merging with and into Bermuda Ltd. (' Bermuda'), a wholly-owned subsidiary of with Bermuda as the surviving company (the 'Merger'). In the framework of the Merger, all outstanding common shares of Golden Ocean will ultimately be exchanged for newly issued ordinary shares at an exchange ratio of 0.95 ordinary shares of for each common share of Golden Ocean (the 'Exchange Ratio'), subject to customary adjustments pursuant to the agreement and plan of merger dated 28 May 2025 (the 'Merger Agreement'). Upon closing of the Merger, would issue approximately 95,952,934 new ordinary shares, assuming the Exchange Ratio is not adjusted. It is noted that the notice by Golden Ocean to hold a special general meeting on 19 August 2025 at 9.00 am ADT, at Hamilton Princess and Beach Club, 76 Pitts Bay Road, Hamilton HM 08, Bermuda, to vote on, among other things, the approval of the Merger Agreement, the Bermuda Merger Agreement (as defined in the Merger Agreement) and the transactions contemplated thereby including the Merger and the appointment of the exchange agent (the 'Golden Ocean SGM'), is available on the website of Golden Ocean: GOGL – Notice of Special General Meeting – Golden Ocean. Golden Ocean shareholders of record at the close of business on the record date (16 July 2025) will be entitled to vote at the Golden Ocean SGM. Subject to a positive outcome of the Golden Ocean SGM, approval of the secondary listing on Euronext Oslo Børs and timely fulfillment of the Merger closing conditions set forth in the Merger Agreement, such as the Golden Ocean refinancing which is progressing, the parties intend to complete the Merger as soon as possible after the Golden Ocean SGM. The parties currently expect closing to take place on or around 20 August 2025, which would also be the first day of trading for the newly issued shares on NYSE, Euronext Brussels and, tentatively, the first day of trading of on Euronext Oslo Børs. The day prior to the closing date would be the last day of trading of Golden Ocean's common shares on Nasdaq and on Euronext Oslo Børs. More information can be found in the registration statement on Form F-4 (the 'Registration Statement') filed by with the SEC on 1 July 2025, which was declared effective by the SEC on 16 July 2025. Golden Ocean has received customary demand letters for additional disclosure in relation to the Registration Statement, as well as correspondence from certain shareholders stating their intention to exercise their rights as dissenting shareholders under Bermuda law, and notes that related legal proceedings have been filed. Golden Ocean and and will analyse these claims and address them appropriately. About Golden Ocean Golden Ocean is a Bermuda incorporated shipping company specialising in the transportation of dry bulk cargoes. As of June 2025, the Golden Ocean fleet consists of 89 vessels, with an aggregate capacity of approximately 13.5 million deadweight tonnes. Golden Ocean's ordinary shares are listed on Nasdaq with a secondary listing on the Euronext Oslo Børs under the ticker symbol 'GOGL'. About is a diversified and future-proof maritime group that owns and operates more than 160 seagoing vessels: crude oil tankers, dry bulk vessels, container ships, chemical tankers, offshore wind vessels and workboats. also offers hydrogen and ammonia fuel to customers, through own production or third-party producers. is headquartered in Antwerp, Belgium, and has offices across Europe, Asia, United States and Africa. is listed on Euronext Brussels and the NYSE under the ticker symbol 'CMBT'. Forward-Looking Statements Matters discussed in this press release may constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. and Golden Ocean desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and they are including this cautionary statement in connection with this safe harbor legislation. The words 'believe', 'anticipate', 'intends', 'estimate', 'forecast', 'project', 'plan', 'potential', 'may', 'should', 'expect', 'pending' and similar expressions identify forward-looking statements. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, and Golden Ocean's management's examination of historical operating trends, data contained in company records and other data available from third parties. Although managements of and Golden Ocean believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond or Golden Ocean's control, there can be no assurance that or Golden Ocean will achieve or accomplish these expectations, beliefs or projections. In addition to these important factors, other important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include, but are not limited to, the failure to satisfy the conditions to completion of the Merger set forth in the Merger Agreement, the failure to obtain required shareholder approvals, the failure to complete the Merger within the expected timeframe or at all, the potential for the Merger Agreement to be terminated in accordance with its terms, the exercise of appraisal rights by Golden Ocean shareholders, the potential for litigation in connection with the Merger, the failure of counterparties to fully perform their contracts with us, the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for dry bulk and tanker vessel capacity, changes in our operating expenses, including bunker prices, dry-docking and insurance costs, the market for our vessels, availability of financing and refinancing, charter counterparty performance, ability to obtain financing and comply with covenants in such financing arrangements, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, vessels breakdowns and instances of off-hires and other factors. Please see our filings with the United States Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties. You are cautioned not to place undue reliance on and Golden Ocean's forward-looking statements. These forward-looking statements are and will be based upon their respective managements' then-current views and assumptions regarding future events and operating performance and are applicable only as of the dates of such statements. Neither nor Golden Ocean assumes any duty to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, as of any future date. Disclaimer Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons distributing this communication must satisfy themselves that it is lawful to do so. The potential transactions described in this announcement and the distribution of this announcement and other information in connection with the potential transactions in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. This announcement is not a recommendation in favor of the proposed Merger described herein. In connection with the proposed Merger, has filed with the SEC the Registration Statement that includes a prospectus of and a proxy statement of Golden Ocean. also has filed other relevant documents with the SEC regarding the proposed Merger. YOU ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS. You may obtain a free copy of the proxy statement/prospectus and other relevant documents that files with the SEC at the SEC's website at This information is considered inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and section 5 -12 of the Norwegian Securities Trading Act.
Yahoo
21-05-2025
- Business
- Yahoo
GOGL – First Quarter 2025 Results
Golden Ocean Group Limited (NASDAQ/OSE: GOGL) (the 'Company' or 'Golden Ocean'), the world's largest listed owner of large size dry bulk vessels, today announced its unaudited results for the quarter ended March 31, 2025. Highlights Net loss of $44.1 million and loss per share of $0.22 (basic) for the first quarter of 2025, compared to net income of $39.0 million and earnings per share of $0.20 (basic) for the fourth quarter of 2024. Adjusted EBITDA of $12.7 million for the first quarter of 2025, compared to $69.9 million for the fourth quarter of 2024. Adjusted net loss of $37.5 million for the first quarter of 2025, compared to adjusted net income of $12.7 million for the fourth quarter of 2024. A total of $38.4 million in drydocking expense was recorded in the first quarter of 2025 compared to $34.3 million in the fourth quarter of 2024. Reported TCE rates for Newcastlemax/Capesize and Kamsarmax/Panamax vessels of $16,827 per day and $10,424 per day, respectively, and $14,409 per day for the entire fleet in the first quarter of 2025. Entered into a term sheet for a contemplated stock for-stock merger with NV. Entered into agreements in March 2025 and April 2025 to sell two Kamsarmax vessels for a net consideration of $15.8 million and $16.8 million, respectively. Estimated TCE rates, inclusive of charter coverage calculated on a load-to-discharge basis, are approximately: $19,000 per day for 69% of Newcastlemax/Capesize available days and $11,100 per day for 81% of Kamsarmax/Panamax available days for the second quarter of 2025. $20,900 per day for 12% of Newcastlemax/Capesize available days and $12,900 per day for 38% of Kamsarmax/Panamax available days for the third quarter of 2025. Announced a cash dividend of $0.05 per share for the first quarter of 2025, which is payable on or about June 17, 2025, to shareholders of record on June 5, 2025. Shareholders holding the Company's shares through Euronext VPS may receive this cash dividend later, on or about June 19, 2025. Peder Simonsen, Chief Executive Officer and Chief Financial Officer, commented: "Our first quarter results reflect a weaker market environment, with softer charter rates and lower trading activity impacting our performance, in addition to our current intensive drydocking schedule. These headwinds were not unexpected given the seasonal slowdown and increased macroeconomic uncertainty, including the disruption caused by recently announced trade tariffs. Despite these challenges, the fundamentals underpinning dry bulk shipping remain intact, in particular for the Capesize segment. Limited fleet growth, shifting trade patterns, and infrastructure-led demand in key regions continue to support a constructive medium-term outlook. We continue to work towards the announced contemplated merger with NV, while maintaining our focus on fleet enhancement, cost discipline and operational efficiency." The Board of DirectorsGolden Ocean Group LimitedHamilton, BermudaMay 21, 2025 Questions should be directed to:Peder Simonsen: Chief Executive Officer and Chief Financial Officer, Golden Ocean Management AS+47 22 01 73 40 Forward-Looking Statements Matters discussed in this earnings report may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995, or the PSLRA, provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The Company is taking advantage of the safe harbor provisions of the PSLRA and is including this cautionary statement in connection therewith. This document and any other written or oral statements made by the Company or on its behalf may include forward-looking statements, which reflect the Company's current views with respect to future events and financial performance. This earnings report includes assumptions, expectations, projections, intentions and beliefs about future events. These statements are intended as "forward-looking statements." The Company cautions that assumptions, expectations, projections, intentions and beliefs about future events may and often do vary from actual results and the differences can be material. When used in this document, the words 'believe,' 'expect,' 'anticipate,' 'estimate,' 'intend,' 'plan,' 'targets,' 'projects,' 'likely,' 'will,' 'would,' 'could' and similar expressions or phrases may identify forward-looking statements. The forward-looking statements in this report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in the Company's records and other data available from third parties. Although the Company believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond the Company's control, the Company cannot assure you that it will achieve or accomplish these expectations, beliefs or projections. As a result, you are cautioned not to rely on any forward-looking statements. In addition to these important factors and matters discussed elsewhere herein, important factors that, in the Company's view, could cause actual results to differ materially from those discussed in the forward-looking statements, include among other things: the ability of Golden Ocean and NV to successfully complete the proposed merger on anticipated terms; uncertainties as to the timing as to the contemplated transaction with NV; the ability of NV and Golden Ocean to receive the required regulatory approvals for the contemplated merger and the approval of Golden Ocean shareholders required in connection with the contemplated merger; unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies, expansion and growth of the combined company's operations and other conditions to the completion of the merger; general market trends in the dry bulk industry, which is cyclical and volatile, including fluctuations in charter hire rates and vessel values; a decrease in the market value of the Company's vessels; changes in supply and demand in the dry bulk shipping industry, including the market for the Company's vessels; an oversupply of dry bulk vessels, which may depress charter rates and profitability; the Company's future operating or financial results; the Company's continued borrowing availability under the Company's debt agreements and compliance with the covenants contained therein; the Company's ability to procure or have access to financing, the Company's liquidity and the adequacy of cash flows for the Company's operations; the failure of the Company's contract counterparties to meet their obligations, including changes in credit risk with respect to the Company's counterparties on contracts; the loss of a large customer or significant business relationship; the strength of world economies; the volatility of prevailing spot market and charter-hire charter rates, which may negatively affect the Company's earnings; the Company's ability to successfully employ the Company's dry bulk vessels and replace the Company's operating leases on favorable terms, or at all; changes in the Company's operating expenses and voyage costs, including bunker prices, fuel prices (including increased costs for low sulfur fuel), drydocking, crewing and insurance costs; the adequacy of the Company's insurance to cover the Company's losses, including in the case of a vessel collision; vessel breakdowns and instances of offhire; the Company's ability to fund future capital expenditures and investments in the construction, acquisition and refurbishment of the Company's vessels (including the amount and nature thereof and the timing of completion of vessels under construction, the delivery and commencement of operation dates, expected downtime and lost revenue); risks associated with any future vessel construction or the purchase of second-hand vessels; effects of new products and new technology in the Company's industry, including the potential for technological innovation to reduce the value of the Company's vessels and charter income derived therefrom; the impact of an interruption or failure of the Company's information technology and communications systems, including the impact of cybersecurity threats and data security breaches, upon the Company's ability to operate; potential liability from safety, environmental, governmental and other requirements and potential significant additional expenditures (by the Company and the Company's customers) related to complying with such regulations; changes in governmental rules and regulations or actions taken by regulatory authorities and the impact of government inquiries and investigations; the arrest of the Company's vessels by maritime claimants; government requisition of the Company's vessels during a period of war or emergency; the Company's compliance with complex laws, regulations, including environmental laws and regulations and the U.S. Foreign Corrupt Practices Act of 1977; potential difference in interests between or among certain members of the Board of Directors, executive officers, senior management and shareholders; the Company's ability to attract, retain and motivate key employees; work stoppages or other labor disruptions by the Company's employees or the employees of other companies in related industries; potential exposure or loss from investment in derivative instruments; stability of Europe and the Euro or the inability of countries to refinance their debts; inflationary pressures and the central bank policies intended to combat overall inflation and rising interest rates and foreign exchange rates; fluctuations in currencies; the impact that any discontinuance, modification or other reform or the establishment of alternative reference rates have on the Company's floating interest rate debt instruments; acts of piracy on ocean-going vessels, public health threats, terrorist attacks and international hostilities and political instability; potential physical disruption of shipping routes due to accidents, climate-related (acute and chronic), political instability, terrorist attacks, piracy, international sanctions or international hostilities, including the developments in the Ukraine region and in the Middle East, including the conflicts in Israel and Gaza, and the Houthi attacks in the Red Sea; general domestic and international political and geopolitical conditions or events, including any further changes in U.S. trade policy that could trigger retaliatory actions by affected countries; the impact of restrictions on trade, including the imposition of new tariffs, port fees and other import restrictions by the United States on its trading partners and the imposition of retaliatory tariffs by China and the EU on the United States, and potential further protectionist measures and/or further retaliatory actions by others, including the imposition of tariffs or penalties on vessels calling in key export or import ports such as the United States, EU and/or China; the impact of adverse weather and natural disasters; the impact of increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to the Company's Environmental, Social and Governance policies; changes in seaborne and other transportation; the length and severity of epidemics and pandemics and governmental responses thereto and the impact on the demand for seaborne transportation in the dry bulk sector; impacts of supply chain disruptions and market volatility surrounding impacts of the Russian-Ukrainian conflict and the developments in the Middle East; fluctuations in the contributions of the Company's joint ventures to the Company's profits and losses; the potential for shareholders to not be able to bring a suit against us or enforce a judgement obtained against us in the United States; the Company's treatment as a 'passive foreign investment company' by U.S. tax authorities; being required to pay taxes on U.S. source income; the Company's operations being subject to economic substance requirements; the Company potentially becoming subject to corporate income tax in Bermuda in the future; the volatility of the stock price for the Company's common shares, from which investors could incur substantial losses, and the future sale of the Company's common shares, which could cause the market price of the Company's common shares to decline; and other important factors described from time to time in the reports filed by the Company with the U.S. Securities and Exchange Commission, including the Company's most recently filed Annual Report on Form 20-F for the year ended December 31, 2024. The Company cautions readers of this report not to place undue reliance on these forward-looking statements, which speak only as of their dates. Except to the extent required by applicable law or regulation, the Company undertakes no obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events. These forward-looking statements are not guarantees of the Company's future performance, and actual results and future developments may vary materially from those projected in the forward-looking statements. This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. Attachment GOGL - 1st Quarter 2025 ResultsError in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
