Hemen sells stake in Golden Ocean to CMB.TECH

Rhea-AI Summary

Hemen Holding has announced the sale of its entire 40.8% stake in Golden Ocean Group (NASDAQ/OSE: GOGL) to CMB.TECH (NYSE: CMBT & Euronext: CMBT) for approximately USD 1,179 million. The transaction involves 81,363,730 shares and is expected to complete on March 12, 2025.

Golden Ocean has evolved significantly since its 2004 spin-off from Frontline, expanding from 3 to 91 vessels to become one of the largest listed owners of large-size modern drybulk vessels. The company has distributed approximately USD 2 billion in dividends since 2004.

The transaction will not trigger a mandatory takeover bid and is exempt from U.S. Securities Act registration requirements.

Positive

• Major liquidity event: USD 1,179 million transaction value
• Strong dividend history: USD 2 billion paid since 2004
• Significant fleet growth from 3 to 91 vessels
• Strategic acquisition by established industry player CMB.TECH

Negative

• Loss of major strategic shareholder (Hemen)
• Potential uncertainty about future strategic direction under new major shareholder

Limassol, Cyprus, March 4, 2025 – Hemen Holding Limited (“Hemen”) today announced that it has entered into an agreement to sell 81,363,730 shares in Golden Ocean Group Limited (NASDAQ/OSE: GOGL) (the "Company" or "Golden Ocean") to CMB.TECH (NYSE: CMBT & Euronext: CMBT) (“CMB.TECH”), for a total consideration of approximately USD 1,179 million (the “Transaction”). The shares represent ca. 40.8%¹ of Golden Ocean’s outstanding shares and votes and includes all Hemen's shares in the Company.

The Transaction will not trigger a mandatory takeover bid or similar offer in Bermuda, Norway, the United States, or any other jurisdiction. The Transaction is exempt from registration under the U.S. Securities Act of 1933, as amended.

Christakis Theodoulou, Hemen, comments: "Hemen has been the driving force behind the development of Golden Ocean since the spin-off from Frontline in 2004 with subsequent listing on the Oslo Stock Exchange and later through the merger with Knightsbridge on NASDAQ. Through a series of successful acquisitions and purchases of new and secondhand vessels, Golden Ocean has since grown its fleet from 3 to 91 vessels, creating one of the largest listed owners of large size modern drybulk vessels, while at the same time returning value to its shareholders in the form of dividends. Golden Ocean has in total paid out USD ~2 billion of dividends since the spin-off from Frontline in 2004.

Hemen is now pleased to see that a renowned drybulk owner and operator with a rich history such as CMB.TECH recognizes the strength and the value of the Golden Ocean platform and its employees and has substantiated this through an acquisition of our shares”.

The Transaction is not subject to any conditions, and completion is expected to take place on 12 March 2025.

DNB Markets, a part of DNB Bank ASA, has acted as a financial advisor to Hemen. Advokatfirmaet Schjødt AS has acted as legal advisor to Hemen.

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¹ Excluding treasury shares

FAQ

How much is CMB.TECH paying for the 40.8% stake in Golden Ocean (GOGL)?

CMB.TECH is paying approximately USD 1,179 million for 81,363,730 shares, representing a 40.8% stake in Golden Ocean.

When will the Hemen-CMB.TECH transaction for GOGL shares complete?

The transaction is expected to complete on March 12, 2025.

How many vessels does Golden Ocean (GOGL) currently operate?

Golden Ocean currently operates 91 vessels, growing from just 3 vessels since its 2004 spin-off from Frontline.

How much has Golden Ocean (GOGL) paid in total dividends since 2004?

Golden Ocean has paid approximately USD 2 billion in total dividends since its spin-off from Frontline in 2004.

Will CMB.TECH's purchase of GOGL shares trigger a mandatory takeover bid?

No, the transaction will not trigger a mandatory takeover bid in any jurisdiction.