SEC Form 425 filed by CMB.TECH NV

Filed by Golden Ocean Group Limited
Commission File No.: 000-29106
Pursuant to Rule 425 of the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934


Subject Company: CMB.TECH NV
Commission File No.: 001-36810

    

GOGL - Golden Ocean and CMB.TECH - Key dates and information for completion of Merger

HAMILTON, Bermuda, 18 August 2025 – Reference is made to the joint stock exchange announcement on 28 May 2025 by Golden Ocean Group Limited (NASDAQ: GOGL & Euronext Oslo Børs: GOGL) (“Golden Ocean“) and CMB.TECH NV (NYSE: CMBT & Euronext Brussels: CMBT) (“CMB.TECH”) where it was announced that Golden Ocean would be merging with and into CMB.TECH Bermuda Ltd., a wholly-owned subsidiary of CMB.TECH, with CMB.TECH Bermuda as the surviving company, with CMB.TECH as the issuer of the merger consideration shares (the “Merger”).

Reference is further made to the announcement that Golden Ocean on 11 August 2025, where it stated that the parties expected closing of the Merger to take place on or around 20 August 2025, subject inter alia to a positive outcome of the Golden Ocean Special General Meeting on 19 August 2025. Consequently, the key dates and information for the completion of the Merger are expected to be as follows:

The completion of the Merger will occur prior the scheduled reporting of the second quarter and thereby Golden Ocean will not issue a separate report for the second quarter and first half of the year. The Q2 2025 results for Golden Ocean will be published as part of the CMB.TECH’s Q2 2025 results.

About Golden Ocean

Golden Ocean is a Bermuda incorporated shipping company specialising in the transportation of dry bulk cargoes. The Golden Ocean fleet consists of 89 vessels, with an aggregate capacity of approximately 13.5 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”.

For further queries, please contact:

Peder Simonsen, CEO of Golden Ocean Management AS

Telephone: +47 22 01 73 40

Randi Navdal Bekkelund, CFO of Golden Ocean Management AS

Telephone: +47 22 01 73 40

 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 Merger, CMB.TECH filed with the US Securities and Exchange Commission (the “SEC”)  a registration statement on Form F-4 (the “Registration Statement”) on 1 July 2025 which the SEC declared effective on 16 July 2025. The Registration Statement includes a prospectus of CMB.TECH and a proxy statement of Golden Ocean. CMB.TECH also has filed 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, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS. You may obtain a free copy of the proxy statement/prospectus and other relevant documents that CMB.TECH files with the SEC at the SEC’s website at www.sec.gov.