OceanPact Serviços Marítimos S.A. announced it has signed an Association Agreement to merge with CBO Holding S.A., forming a combined offshore support company with 73 vessels and approximately R$13.6 billion in contracted backlog. OceanPact was advised by Itaú BBA as financial advisor in the transaction, with legal advisors to the parties including Mattos Filho (OceanPact) and Pinheiro Neto Advogados (CBO), as reported by BrazilJournal. The transaction will be implemented through the merger of CBO into OceanPact and remains subject to shareholder approval (March 30, 2026) and clearance from Conselho Administrativo de Defesa Econômica (CADE).
Under the agreed terms, OceanPact will issue 274,551,446 new common shares to CBO shareholders, based on an exchange ratio of 1.9805700858 OceanPact shares per CBO share. Upon closing, former CBO shareholders will hold 57.86% of OceanPact’s total share capital. The exchange ratio was negotiated between the parties with support from external advisors.
CBO contributes a fleet of 45 OSVs (42 owned), including PSVs/ORSVs, RSVs and AHTSs, strengthening fleet scale, rejuvenating average vessel age and expanding operational capabilities. OceanPact expects the combination to enhance cash flow generation, unlock operational synergies and position the company among the leading global offshore support platforms.
The transaction also includes a corporate reorganization to segregate contingent legal claims related to UP Offshore, ensuring any future net proceeds accrue exclusively to OceanPact prior-to-closing shareholders.