CMB.TECH (CMBT) and Golden Ocean Group (GOGL) announced that they have signed a term sheet for a contemplated stock-for-stock merger, with CMB.TECH as the surviving entity, based on an exchange ratio of 0.95 shares of CBM.TECH for each share of Golden Ocean, subject to customary adjustments. The Term Sheet has been unanimously approved by CMB.TECH’s Supervisory Board and by Golden Ocean’s Board of Directors, including its special transaction committee composed of disinterested directors. As part of this, the Transaction Committee has received a fairness opinion from its financial advisor DNB Markets, part of DNB Bank ASA, concluding that the Exchange Ratio is fair from a financial point of view to Golden Ocean’s shareholders. The transaction would be structured as a merger with Golden Ocean merging with and into CMB.TECH Bermuda, a wholly-owned subsidiary of CMB.TECH. Existing shares of Golden Ocean, which are not owned by CMB.TECH, will be cancelled and ultimately exchanged for newly issued CMB.TECH shares at an exchange ratio of 0.95 shares of CBM.TECH for each share of Golden Ocean, subject to customary adjustments, including to reflect share buybacks, share issuances and/or dividend distributions that may take place prior to completion of the Merger. Upon completion of the Merger, 95,952,934 new shares of CMB.TECH would be issued, whereby CMB.TECH shareholders would own approximately 70% of the total issued share capital of the combined company and Golden Ocean shareholders would own approximately 30%, assuming the Exchange Ratio is not adjusted. Upon completion of the Merger, Golden Ocean would delist from NASDAQ and Euronext Oslo Bors. CMB.TECH would remain listed on the NYSE and Euronext Brussels and will pursue a secondary listing on the Euronext Oslo Bors following and subject to completion of the Merger. The parties aim to enter into definitive transaction agreements, including an agreement and plan of merger, during the Q2 and to complete the Merger in the Q3. Shareholders should be informed that definitive transaction agreements may not be entered into on the indicated terms mentioned herein, or at all.

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