GOGL - Update on Merger with CMB.TECH and Change of VPS Registrar
MWN-AI** Summary
On July 28, 2025, Golden Ocean Group Limited (NASDAQ: GOGL & Euronext Oslo Børs: GOGL) provided an update regarding its planned merger with CMB.TECH NV (NYSE: CMBT & Euronext Brussels: CMBT), originally announced on May 28, 2025. Subject to the timely fulfillment of all necessary closing conditions, Golden Ocean and CMB.TECH aim to finalize the merger shortly after Golden Ocean's Special General Meeting, scheduled for August 19, 2025. The merger completion is anticipated around August 20, 2025, coinciding with the first day of trading for the new CMB.TECH merger consideration shares on both NYSE and Euronext Brussels, as well as the expected debut on Euronext Oslo Børs.
As part of the merger logistics, Golden Ocean shareholders will receive newly issued CMB.TECH ordinary shares based on their holdings in Golden Ocean. Shareholders on Nasdaq will receive their shares trading on NYSE, while those on Euronext Oslo Børs will receive their shares there. To facilitate the merger’s closing, Golden Ocean is transitioning its VPS registrar from Nordea Trading & Custody Services to DNB Carnegie. This change will involve transferring all registered Golden Ocean shares from Nordea to DNB via Clearstream.
During this transition, a conversion stop will be implemented in the VPS system, preventing shareholders from converting or transferring shares between Euronext Oslo Børs and Nasdaq. The conversion halt is expected to commence around August 4 and remain in place until the merger is completed on August 20, 2025. Following the merger completion, DNB plans to resume conversion services for CMB.TECH shares approximately two business days after their initial trading on Euronext Oslo Børs. This update highlights critical developments in the merger process and the important logistical steps being taken for an effective transition.
MWN-AI** Analysis
As Golden Ocean Group Limited (NASDAQ: GOGL) prepares to merge with CMB.TECH, it is imperative for investors to understand the implications of this strategic move on their holdings, particularly in the context of the ongoing transition to a new VPS Registrar.
The merger, announced on May 28, 2025, is expected to finalize shortly after the Special General Meeting scheduled for August 19, with trading of the newly issued CMB.TECH shares commencing on August 20. For Golden Ocean shareholders, this merger could represent a substantial shift, as they will receive CMB.TECH ordinary shares in exchange for their Golden Ocean common shares. This transition has the potential to enhance the market positioning of both entities, combining Golden Ocean's strong presence in the shipping sector with CMB.TECH's innovative technological foothold.
However, investors should be mindful of the upcoming conversion stop expected around August 4. This halt will restrict the transferability of Golden Ocean shares between Euronext Oslo Børs and Nasdaq. During this period, navigating potential volatility may be challenging. It is crucial that investors consider locking in gains or reallocating shares prior to the conversion freeze, which could create liquidity constraints in the short term.
Additionally, post-merger, the liquidity of CMB.TECH shares on both NYSE and Euronext may attract broader investor interest, enhancing trading activity. However, investors should cautiously monitor market reactions as integration progresses and share performance is evaluated.
In summary, while the merger offers promising growth opportunities through expanded market presence, it is prudent for shareholders to prepare for short-term volatility and potential fluctuations in liquidity. Positioning ahead of the merger will be vital for maximizing investment outcomes.
**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.
Hamilton, Bermuda, 28 July, 2025 – Reference is made to the stock exchange announcement made by Golden Ocean Group Limited (NASDAQ: GOGL & Euronext Oslo Børs: GOGL) (" Golden Ocean ") and CMB.TECH NV (NYSE: CMBT & Euronext Brussels: CMBT) (" CMB.TECH ") on 28 May 2025, where a merger between Golden Ocean and CMB.TECH was announced (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 Special General Meeting scheduled for 19 August 2025, currently expected on or around 20 August 2025, which will also be the first day of trading for the newly issued CMB.TECH Merger consideration shares on NYSE, Euronext Brussels and, tentatively, the first day of trading of CMB.TECH on Euronext Oslo Børs.
It is envisaged that Golden Ocean shareholders owning Golden Ocean common shares that trade on Nasdaq shall receive their portion of the new CMB.TECH 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 CMB.TECH ordinary shares that are expected to trade on Euronext Oslo Børs.
In order to facilitate for the closing of the Merger, Golden Ocean has decided to change its registrar in Euronext Securities Oslo (" VPS ") from Nordea Trading & Custody Services, a part of Nordea Bank Abp, filial i Norge (" Nordea "), to DNB Carnegie, a part of DNB Bank ASA (" DNB ").
As part of this transition, the full holding of Golden Ocean shares currently registered with Nordea in Euroclear will be transferred to DNB via Clearstream.
In connection with the change of VPS registrar as well as to facilitate timely delivery and settlement of the Merger consideration shares to Golden Ocean shareholders with their shares trading on Euronext Oslo Børs, through the VPS, there will be a conversion stop in the VPS system. During this period, Golden Ocean shareholders will not be able to convert or transfer their Golden Ocean shares between Euronext Oslo Børs (VPS) and Nasdaq (DTC). Nordea is expected to halt conversion services approximately two (2) business days prior to the transfer to DNB and until the Merger has been completed, while DNB aims to resume conversion services for the CMB.TECH shares approximately two (2) business days after the CMB.TECH shares have begun trading on Euronext Oslo Børs. As a result, the conversion stop for the Golden Ocean shares is expected to occur on or about 4 August until the closing date of the Merger expected to be on or about 20 August 2025, and continuing for the CMB.TECH shares for approximately two (2) business days thereafter, depending on the timing of the registrar change and fulfilment of the relevant Merger closing conditions.
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act
FAQ**
How will the merger between Golden Ocean Group Limited (GOGL) and CMB.TECH impact existing shareholder equity and the valuation of both companies post-merger?
What are the specific closing conditions that must be met for the Golden Ocean Group Limited (GOGL) and CMB.TECH merger to proceed as planned by August 2025?
Can you explain the implications for Golden Ocean Group Limited (GOGL) shareholders holding shares on Nasdaq and Euronext Oslo Børs during the conversion stop period starting around 4 August 2025?
How will the transition from Nordea to DNB as the VPS registrar affect the liquidity of Golden Ocean Group Limited (GOGL) shares during the merger process?
**MWN-AI FAQ is based on asking OpenAI questions about Golden Ocean Group Limited (NASDAQ: GOGL).
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