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CMB.TECH NV AND GOLDEN OCEAN GROUP LIMITED ANNOUNCE AGREEMENT AND PLAN OF MERGER
CMB.TECH NV AND GOLDEN OCEAN GROUP LIMITED ANNOUNCE AGREEMENT AND PLAN OF MERGER

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time3 days ago

  • Business
  • Yahoo

CMB.TECH NV AND GOLDEN OCEAN GROUP LIMITED ANNOUNCE AGREEMENT AND PLAN OF MERGER

Antwerp, May 28, 2025 (GLOBE NEWSWIRE) -- NV AND GOLDEN OCEAN GROUP LIMITED ANNOUNCE AGREEMENT AND PLAN OF MERGER NV (NYSE: CMBT & Euronext Brussels: CMBT) (' and Golden Ocean Group Limited (NASDAQ: GOGL & Euronext Oslo Børs: GOGL) ('Golden Ocean') 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 Ocean[1] 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. [1] other than Golden Ocean shares already owned (directly or indirectly) by or Golden Ocean 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. 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. 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 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, 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 Attachment NV AND GOLDEN OCEAN GROUP LIMITED ANNOUNCE AGREEMENT AND PLAN OF MERGER CONTACT: Katrien Hennin +32 499393470 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

CMB.TECH NV AND GOLDEN OCEAN GROUP LIMITED ANNOUNCE AGREEMENT AND PLAN OF MERGER
CMB.TECH NV AND GOLDEN OCEAN GROUP LIMITED ANNOUNCE AGREEMENT AND PLAN OF MERGER

Yahoo

time3 days ago

  • Business
  • Yahoo

CMB.TECH NV AND GOLDEN OCEAN GROUP LIMITED ANNOUNCE AGREEMENT AND PLAN OF MERGER

Antwerp, May 28, 2025 (GLOBE NEWSWIRE) -- NV AND GOLDEN OCEAN GROUP LIMITED ANNOUNCE AGREEMENT AND PLAN OF MERGER NV (NYSE: CMBT & Euronext Brussels: CMBT) (' and Golden Ocean Group Limited (NASDAQ: GOGL & Euronext Oslo Børs: GOGL) ('Golden Ocean') 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 Ocean[1] 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. [1] other than Golden Ocean shares already owned (directly or indirectly) by or Golden Ocean 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. 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. 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 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, 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 Attachment NV AND GOLDEN OCEAN GROUP LIMITED ANNOUNCE AGREEMENT AND PLAN OF MERGER CONTACT: Katrien Hennin +32 499393470

GOGL - Merger Between CMB.Tech and Golden Ocean
GOGL - Merger Between CMB.Tech and Golden Ocean

Yahoo

time3 days ago

  • 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

CMB.Tech NV (CMBT) Q1 2025 Earnings Call Highlights: Strategic Moves and Market Challenges
CMB.Tech NV (CMBT) Q1 2025 Earnings Call Highlights: Strategic Moves and Market Challenges

Yahoo

time22-05-2025

  • Business
  • Yahoo

CMB.Tech NV (CMBT) Q1 2025 Earnings Call Highlights: Strategic Moves and Market Challenges

Release Date: May 21, 2025 For the complete transcript of the earnings call, please refer to the full earnings call transcript. NV (NYSE:CMBT) reported a Q1 2025 profit of $40 million, excluding capital gains. The company has a strong contract backlog nearing $3 billion, with $1 billion added in Q1. NV (NYSE:CMBT) is pursuing a merger with Golden Ocean, which would expand their fleet to 250 vessels. The company is focusing on decarbonization, with a significant portion of their fleet to be powered by ammonia or hydrogen. NV (NYSE:CMBT) has secured long-term contracts for ammonia-powered vessels, indicating strong future demand. Without capital gains, NV (NYSE:CMBT) would have reported a net income loss of $6 million for Q1 2025. The company decided not to declare a dividend for Q1 2025, which may disappoint investors. The dry bulk market experienced a weaker first quarter, with earnings below P&L break-even. There is uncertainty regarding the impact of new regulations (MEPC 83) on fuel costs and compliance. NV (NYSE:CMBT) faces challenges in the container market due to high order books and geopolitical issues. Warning! GuruFocus has detected 11 Warning Signs with CMBT. Q: Can you discuss your ammonia solution and the potential for dual fuel ships in light of the IMO 2028 regulations? A: (CEO) We are very positive about the IMO's decision, which pushes for dual fuel engines. Ammonia is the preferred choice for new ships and existing ones by 2032 if the alternative is diesel, and by 2038 if it's LNG. We are seeing competitive prices for green ammonia, which could advance these timelines. We are engaging with customers for ammonia-ready vessels and retrofitting existing ships to comply with IMO 2028. Q: Does the pro forma free cash flow include debt repayments? A: (CFO) Yes, it includes debt repayments but excludes capital commitments to the yards. We have a significant order book, and approximately $250 million per year needs to be funded from operational cash flow or vessel sales. Even in a bearish scenario, we expect to generate $250 million in excess cash flow, matching our unfunded CapEx. Q: Can you provide an update on your hydrogen and ammonia project in Namibia? A: (CEO) We are completing a hydrogen production station and plan to start production soon. We are also working on a small-scale ammonia plant and an ammonia terminal in Walvis Bay. These projects are progressing, with detailed engineering underway. The merger with Golden Ocean will enhance our balance sheet and support these projects. Q: What are your plans to improve revenue in the dry bulk sector? A: (CEO) Revenue in dry bulk is market-dependent, but we focus on building efficient ships to outperform older vessels. We believe in the medium to long-term outlook for dry bulk and are expanding our fleet through the Golden Ocean merger. This will provide more flexibility to optimize vessel positioning and capture market opportunities. Q: Are you comfortable with the fleet positioning post-merger, and is there an appetite for further industry consolidation? A: (CEO) We are comfortable with our spot exposure in dry bulk, as we believe in positive supply-demand dynamics. We balance spot exposure with time charter cover and are open to further consolidation if it aligns with our strategic goals. Our diversified asset base allows us to manage risk and capitalize on market opportunities. For the complete transcript of the earnings call, please refer to the full earnings call transcript. This article first appeared on GuruFocus. Sign in to access your portfolio

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