GOGL - Update on Merger with CMB.TECH and Change of VPS Registrar

Rhea-AI Summary

Golden Ocean Group (NASDAQ: GOGL) has provided an update on its pending merger with CMB.TECH NV (NYSE: CMBT). The merger is expected to complete around August 20, 2025, following Golden Ocean's Special General Meeting on August 19, 2025.

The company announced a change in its VPS registrar from Nordea to DNB Carnegie to facilitate the merger closing. As part of this transition, there will be a conversion stop period from August 4 to August 20, 2025, during which shareholders cannot convert or transfer shares between Euronext Oslo Børs and Nasdaq. Trading of new CMB.TECH merger consideration shares is expected to begin on NYSE, Euronext Brussels, and Euronext Oslo Børs on August 20, 2025.

Positive

• Merger completion timeline is clearly defined with expected closing on August 20, 2025
• Shareholders will receive new CMB.TECH shares on their respective trading venues (NYSE or Euronext Oslo Børs)
• CMB.TECH shares will have expanded market presence across NYSE, Euronext Brussels, and Euronext Oslo Børs

Negative

• Temporary trading restriction during conversion stop period (August 4-20, 2025) affecting share transfers between exchanges
• Additional two-day trading restriction for CMB.TECH shares after merger completion

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

When will the Golden Ocean (GOGL) and CMB.TECH merger be completed?

The merger is expected to complete on or around August 20, 2025, following Golden Ocean's Special General Meeting on August 19, 2025.

What happens to GOGL shares after the merger with CMB.TECH?

Golden Ocean shareholders will receive new CMB.TECH ordinary shares. Nasdaq-traded GOGL shares will convert to NYSE-traded CMB.TECH shares, while Euronext Oslo Børs GOGL shares will convert to Euronext Oslo Børs CMB.TECH shares.

What is the conversion stop period for GOGL shares during the merger?

The conversion stop period runs from August 4 to August 20, 2025, during which shareholders cannot convert or transfer shares between Euronext Oslo Børs and Nasdaq.

Why is Golden Ocean changing its VPS registrar from Nordea to DNB?

The change in VPS registrar is being made to facilitate the closing of the merger with CMB.TECH and ensure timely delivery and settlement of the merger consideration shares.

When will CMB.TECH shares begin trading on the different exchanges?

CMB.TECH shares are expected to begin trading on NYSE, Euronext Brussels, and Euronext Oslo Børs on August 20, 2025, which is the anticipated merger closing date.