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Business Upturn
18-07-2025
- Business
- Business Upturn
CMB.TECH's update on the Golden Ocean merger process
Antwerp, July 17, 2025 (GLOBE NEWSWIRE) — NV (NYSE: CMBT & Euronext Brussels: CMBT) (' provides a market update on the progress of the stock-for-stock merger between and Golden Ocean Group Limited (NASDAQ: GOGL & Euronext Oslo Børs: GOGL) ('Golden Ocean'). The transaction is structured as a 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 completion of the Merger, would issue approximately 95,952,934 new ordinary shares (the 'Merger Consideration Shares'), assuming the Exchange Ratio is not adjusted. This press release provides an update on the key steps completed and expected to be completed in the near future to close the Merger, as provided in the Merger Agreement. [1] Other than Golden Ocean common shares already owned (directly or indirectly) by or Golden Ocean. Corporate approvals – Shareholders' meeting Golden Ocean notes the announcement 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'). 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. The supervisory board of and the board of directors of Golden Ocean have both unanimously approved the transaction and the Merger does not require the approval of shareholders. Upon completion of the Merger, shareholders would own approximately 70% (or 67% excluding treasury shares) of the total issued share capital of and Golden Ocean shareholders would own approximately 30% (or 33% excluding treasury shares) of the total issued share capital of assuming the Exchange Ratio is not adjusted. Furthermore, upon completion of the Merger, Golden Ocean would delist from the Nasdaq Global Select Market and Euronext Oslo Børs and deregister from the U.S. Securities and Exchange Commission ('SEC'). would remain listed on the New York Stock Exchange ('NYSE') and Euronext Brussels and will pursue a secondary listing on Euronext Oslo Børs subject to completion of the Merger. Assuming timely fulfillment of the relevant closing conditions, the parties aim to complete the Merger as soon as possible after the Golden Ocean SGM, expected on or around 20 August 2025, which will 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 Merger will create one of the largest listed diversified maritime groups in the world with a combined fleet of approximately 250 vessels. 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. Regulatory approvals and filings On 26 June 2025, received antitrust clearance from the German Bundeskartellamt (Federal Cartel Office). On 16 July 2025, the SEC declared effective the Registration Statement. The Registration Statement filed with the SEC includes a prospectus of and a proxy statement of Golden Ocean. A free copy of the proxy statement and prospectus can be obtained at the SEC's website at In addition, a NYSE supplemental listing application was filed with the NYSE on 7 July 2025, which will be used for the listing and the admission to trading of the new shares to be issued following the Merger on the NYSE. is preparing an exemption document in relation to the Merger and the contemplated secondary listing of on Euronext Oslo Børs in accordance with Regulation (EU) 2017/1129 (the 'Prospectus Regulation') and Commission Delegated Regulation (EU) 2021/528 (the 'Exemption Document'). The Exemption Document will be published shortly before the Golden Ocean SGM and will become available on website. The Exemption Document is not a prospectus within the meaning of the Prospectus Regulation and is not subject to review and approval by the relevant competent authority pursuant to Article 20 of the Prospectus Regulation. It is envisaged that Golden Ocean shareholders owning Golden Ocean common shares that trade on Nasdaq shall receive their portion of the new ordinary shares that trade on NYSE, and Golden Ocean shareholders owning Golden Ocean common shares that trade on Euronext Oslo Børs shall receive their portion of the new ordinary shares that are expected to trade on Euronext Oslo Børs. To secure timely delivery and settlement of the Merger Consideration Shares to shareholders on Euronext Oslo Børs, through the Norwegian settlement system, and CMB contemplate to enter into a short-term share lending. 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 port vessels. 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. 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 Disclaimer: The above press release comes to you under an arrangement with GlobeNewswire. Business Upturn takes no editorial responsibility for the same. Ahmedabad Plane Crash
Techday NZ
07-07-2025
- Business
- Techday NZ
SoftwareOne completes Crayon deal, forming CHF 1.6 billion giant
SoftwareOne has announced the completion of its recommended voluntary offer for all issued and outstanding shares in Crayon. The transaction combines SoftwareOne and Crayon, two software and cloud solutions providers with a joint revenue of approximately CHF 1.6 billion and a total workforce of about 13,000 employees across more than 70 countries. Settlement of the offer has been executed, with accepting Crayon shareholders receiving NOK 69 in cash and 0.8233 of a newly issued SoftwareOne share per Crayon share. SoftwareOne shares will commence trading on Euronext Oslo Børs. Transaction details The acquisition followed the fulfilment of all closing conditions, as previously announced. The consideration included both cash and shares, and the settlement notification has already taken place. SoftwareOne intends to proceed with a compulsory acquisition of the remaining Crayon shares, with a subsequent delisting of Crayon shares from Euronext Oslo Børs expected within the same month. Commenting on the transaction, Raphael Erb, Co-CEO of SoftwareOne, said: "Today marks an important milestone as SoftwareOne and Crayon join forces, combining two leading global providers of software and cloud solutions." The process of integrating the companies will now commence, with thorough 'Day 1 readiness' preparations having taken place since early 2025. The integration is supported by dedicated working groups covering key business functions such as strategy, sales and marketing, people and culture, IT, and finance. SoftwareOne's planned governance structure will oversee execution and support the post-merger transition. Leadership perspectives Melissa Mulholland, Co-CEO of SoftwareOne, commented: "As we embark on this new chapter together, we are both excited and well-prepared for Day 1. With our talented teams globally, in-depth expertise and capabilities, as well as deep hyperscaler partnerships, we will be excellently positioned to support customers on their digital transformation journeys. Today marks a unique moment to unlock opportunities and deliver significant value creation for all stakeholders." Nicole Dezen, Corporate Vice President and Chief Partner Officer at Microsoft, also provided a perspective from a key industry partner: "At Microsoft, we've been proud to call both Crayon and SoftwareOne strategic partners. Together, they become one of our largest partners, better positioned than ever to serve our mutual customers with broader reach, deeper expertise, and enhanced capabilities. We're excited about the opportunities this combination brings for the innovation we will jointly deliver and the impact this will have on our shared customers." Strategic rationale and financial outlook The combined company's strategic rationale is centred on complementary geographies and offerings, diversified customer base, and aligned values and cultures. SoftwareOne has estimated annual cost synergies of between CHF 80-100 million within eighteen months, in addition to its previously completed cost reduction programme. The company expects one-off implementation costs to be on par with these annual synergies. The transaction is funded by bridge facilities of approximately CHF 700 million, which will cover the total cash consideration of about CHF 515 million, inclusive of the compulsory acquisition, and provides refinancing of Crayon's existing debt. SoftwareOne intends to refinance the bridge into a long-term financial structure around completion, with net debt to adjusted EBITDA projected to be below 2.0 times by the end of 2025. The firm will maintain its dividend policy, retaining a pay-out ratio of 30-50% of adjusted net profit. Integration and branding The integration process starts with an established governance model and includes the implementation of a joint operating model, alignment of go-to-market offerings, IT systems integration, and legal structure consolidation where appropriate. Customer relationship retention and talent safeguarding remain core priorities during this transition. The combined organisation will operate under the SoftwareOne name and logo, retaining Crayon's brand heritage and customer approach within the evolved SoftwareOne brand. During a transition period, both brands will be visible to ensure continuity for customers, employees, and partners. Market listing and shareholder information SoftwareOne has issued more than 62 million new shares in connection with the transaction, resulting in a total of over 221 million issued shares, including treasury shares. The company's founding shareholders collectively hold 20.8% of the post-transaction share capital. Following completion of secondary listing, SoftwareOne shares will be cross-tradable between Euronext Oslo Børs and the SIX Swiss Exchange via Norwegian central security depository instructions. The joint company's executive board is led by Co-CEOs Raphael Erb and Melissa Mulholland, with regional presidents appointed for local oversight. SoftwareOne is headquartered in Stans, Switzerland, while Oslo will remain a significant centre for sales and other business operations. The half-year results for 2025 are scheduled to be presented by company leadership, who will also provide like-for-like financials and updated guidance for the second half of the year.
Yahoo
28-05-2025
- Business
- Yahoo
GOGL - Merger Between CMB.Tech and Golden Ocean
HAMILTON, Bermuda, 28 May, 2025, 22:30 CEST – Golden Ocean Group Limited (NASDAQ: GOGL & Euronext Oslo Børs: GOGL) ('Golden Ocean') and NV (NYSE: CMBT & Euronext Brussels: CMBT) (' are pleased to announce that they have signed an agreement and plan of merger (the 'Merger Agreement') for a stock-for-stock merger, as contemplated by the term sheet previously announced on 22 April 2025. The transaction is structured as a 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, each outstanding common share of Golden Ocean1 will be cancelled and ultimately 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 for events that may take place prior to completion of the Merger (including share buybacks, share issuances and/or dividend distributions). Upon completion of the Merger, would issue approximately 95,952,934 new ordinary shares (the 'Merger Consideration Shares'), assuming the Exchange Ratio is not adjusted. The Merger will create one of the largest listed diversified maritime groups in the world with a combined fleet of approximately 250 vessels. More information can be found in the presentations on the and Golden Ocean websites that were used during the Capital Markets Days held on 24 April and 29 April 2025. Upon completion of the Merger, shareholders would own approximately 70% (or 67% excluding treasury shares) of the total issued share capital of and Golden Ocean shareholders would own approximately 30% (or 33% excluding treasury shares) of the total issued share capital of assuming the Exchange Ratio is not adjusted. The Merger Agreement has been unanimously approved by Supervisory Board and by Golden Ocean's Board of Directors and its special transaction committee composed solely of disinterested directors of Golden Ocean's Board of Directors (the 'Transaction Committee'). As mentioned in the 22 April 2025 announcement, the Transaction Committee has received a fairness opinion from its financial advisor DNB Carnegie, part of DNB Bank ASA, concluding that the Exchange Ratio is fair to Golden Ocean's shareholders from a financial point of view. The consummation of the Merger remains subject to customary conditions, including regulatory approvals, Golden Ocean shareholder approval, effectiveness of a registration statement on Form F-4 to be filed by with the U.S. Securities and Exchange Commission ('SEC') and obtaining approval for the listing of the Merger Consideration Shares on the New York Stock Exchange ('NYSE'). Upon completion of the Merger, Golden Ocean will delist from the Nasdaq Global Select Market ("Nasdaq") and Euronext Oslo Børs. will remain listed on the NYSE and Euronext Brussels and will pursue a secondary listing on Euronext Oslo Børs subject to completion of the Merger. will prepare and publish an EU prospectus exempted document in connection with the admission to trading of the Merger Consideration Shares on Euronext Brussels and Euronext Oslo Børs. Assuming timely fulfillment of the relevant closing conditions, the parties aim to complete the Merger in the third quarter of 2025 Advisors Seward & Kissel LLP, Argo Law BV, Advokatfirmaet BAHR AS and Conyers Dill & Pearman Limited are acting as legal advisors to Crédit Agricole Corporate and Investment Bank, ING Belgium SA/NV, KBC Securities NV and Société Générale are acting as financial advisors to Seward & Kissel LLP, Advokatfirmaet Schjødt AS, A&O Shearman LLP and MJM Limited are acting as legal advisors to Golden Ocean. DNB Carnegie, a part of DNB Bank ASA, is acting as financial advisor to Golden Ocean. 1 Other than Golden Ocean shares already owned (directly or indirectly) by or Golden Ocean 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'. 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. 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, intends to file with the SEC a registration statement on Form F–4 that will include a prospectus of and a proxy statement of Golden Ocean. and Golden Ocean also plan to file 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 WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS. You may obtain a free copy of the proxy statement/prospectus (when it becomes available) and other relevant documents that and Golden Ocean file with the SEC at the SEC's website at This information is subject to the disclosure requirements pursuant to Section 5 -12 of the Norwegian Securities Trading Act. Error 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
Yahoo
28-05-2025
- Business
- Yahoo
Paratus: Key Information Relating to Q1 2025 Return of Capital
HAMILTON, Bermuda, May 28, 2025 /PRNewswire/ -- Reference is made to the announcement by Paratus Energy Services Ltd. (OSE: PLSV) ("Paratus" or the "Company") today that the Board of Directors has approved a cash distribution to shareholders as specified below. The distribution will be in the form of return of capital and will be made from the Company's Contributed Surplus account which consists of previously paid in share premium transferred from the Company's Share Premium account. Please find below the key information relating to the return of capital. Return of capital: USD 0.22 (approximately NOK 2.23) per share Declared currency: USD Last day including right: June 2, 2025 Ex-date: June 3, 2025 Record date: June 4, 2025 Payment date: June 11, 2025 Date of approval: May 27, 2025 Payment of cash distribution to shareholders holding shares outside the Euronext Securities Oslo/VPS will be handled manually. This information is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act. For further information, please contact:Baton Haxhimehmedi, +47 406 39 083 About ParatusParatus Energy Services Ltd. (ticker: PLSV) is an investment holding company of a group of leading energy services companies. The Paratus Group is primarily comprised of its ownership of Fontis Energy and a 50/50 JV interest in Seagems. Fontis Energy is an offshore drilling company with a fleet of five high-specification jack-up rigs working under contracts in Mexico. Seagems is a leading subsea services company, with a fleet of six multi-purpose pipe-laying support vessels under contracts in Brazil. In addition, Paratus is the largest shareholder in Archer Ltd, a global oil services company, listed on the Euronext Oslo Børs. This information was brought to you by Cision View original content: Error 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
Yahoo
18-02-2025
- Business
- Yahoo
Invitation to Paratus' Q4 2024 Earnings Call
HAMILTON, Bermuda, Feb. 18, 2025 /PRNewswire/ -- Paratus Energy Services Ltd. (Oslo: PLSV) ("Paratus" or the "Company") will release its unaudited interim financial results for Q4 2024 on February 28, 2025, on or about 07:00 (CEST). In connection with the earnings release, an audio webcast will be held at 15:00 (CEST) on the same day. To participate in the webcast, please use the following link to register and access the live presentation: The webcast and presentation materials will be accessible in the Investors section of our website: A Q&A session will be held after the presentation. Instructions on how to submit questions will be provided at the start of the webcast. For further information, please contact:Baton Haxhimehmedi, +47 406 39 083 About Paratus Paratus Energy Services Ltd. (Oslo: PLSV) is an investment holding company of a group of leading energy services companies. The Paratus Group is primarily comprised of its ownership of Fontis Energy and a 50/50 JV interest in Seagems (formerly Seabras). Fontis Energy is an offshore drilling company with a fleet of five high-specification jack-up rigs working under contracts in Mexico. Seagems is a leading subsea services company, with a fleet of six multi-purpose pipe-laying support vessels under contracts in Brazil. In addition, Paratus is the largest shareholder in Archer Ltd, a global oil services company, listed on the Euronext Oslo Børs. This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This information was brought to you by Cision View original content: SOURCE Paratus Energy Services Ltd
