Exhibit 2.3

DATED: 16 October 2026

STATUTORY MERGER AGREEMENT

THIS STATUTORY MERGER AGREEMENT is dated 16 October, 2026 (this "Agreement").

BETWEEN:

WHEREAS:

IT IS HEREBY AGREED AS FOLLOWS:

Unless otherwise defined herein, capitalized terms have the same meaning as used and defined in the Transaction Agreement, and the following words and expressions shall have the following meanings¹:

Appraisal Withdrawal” means, in respect of a holder of Dissenting Company Shares who has made an application to the Supreme Court of Bermuda under section 106(6) of the Companies Act, any withdrawal or waiver of, or failure to exercise or perfect, its right to appraisal under that section.

"Book-Entry Share” means a Company Common Share outstanding immediately prior to the Effective Time represented by book-entry.

"Business Day” means a day other than Saturday, Sunday or other day on which commercial banks located in New York, New York, Hamilton, Bermuda or Oslo, Norway are authorised or required by applicable Law to close.

"Cashout Share” means each Company Common Share whose Holder is the Holder of, in aggregate, 10,000 or fewer Company Common Shares (including Company Common Shares represented by NDRs).

"Closing” means the closing of the Merger in accordance with the Transaction Agreement, and "Closing Date" means the date on which the Closing actually takes place.

"Company Common Shareholders" means those Persons holding outstanding Company Common Shares immediately prior to the Effective Time.

"Company Common Shares" means common shares of the Company, US$0.10 par value per share.

"Company Shareholders Approval" means the affirmative vote of at least a simple majority of the votes cast by the holders of the Company Common Shares represented (in person or by proxy) and voting at the Company Shareholders Meeting to approve this Agreement and the transactions contemplated hereby, including the Merger.

"Company Shareholders Meeting" means the special general meeting of the Company (including any adjournment thereof) convened for the purpose of seeking the Company Shareholders Approval.

"Dissenting Company Shares" means Company Common Shares held by Dissenting Shareholders.

"Dissenting Merger Sub Shareholder" means a shareholder of Merger Sub who, in respect of any common shares of Merger Sub registered in its name immediately prior to the Effective Time, does not vote such shares in favor of the Merger and either (whether before or after the Effective Time) (i) validly elects to receive the fair value of such shares in accordance with clause 7.2 of this Agreement or (ii) makes an application to the Supreme Court of Bermuda for appraisal of the fair value of such shares pursuant to section 106(6) of the Companies Act.

"Dissenting Merger Sub Shares" means common shares of Merger Sub held by a Dissenting Merger Sub Shareholder.

"Dissenting Shareholder" means a Company Common Shareholder who, in respect of any Company Common Shares registered in its name immediately prior to the Effective Time, (i) did not vote in favor of the Company Shareholders Approval, and (ii) either (whether before or after the Effective Time) (A) validly elected, pursuant to clause 7.1 of this Agreement (as contemplated by the notice of the Company Shareholders Meeting), to be paid the Stated Fair Value in respect of such Company Common Shares, or (B) made an application to the Supreme Court of Bermuda in accordance with Section 106(6) of the Companies Act in respect of such Company Common Shares and has not made an Appraisal Withdrawal.

"Holder" means, in respect of a Company Common Share as at immediately prior to the Effective Time, (i) where such share is represented by an NDR, the Person in whose VPS account such NDR is registered, and (ii) otherwise, the Person registered in the register of members of the Company as its holder.

"Law" means any law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order or other similar requirement enacted, adopted, promulgated or applied by any governmental, regulatory or judicial authority.

"Merger" means the merger of Merger Sub with and into the Company pursuant to section 104H of the Companies Act, with the Company continuing as the Surviving Company and becoming an indirect wholly-owned subsidiary of Parent.

"Merger Consideration" means the Parent Shares and cash to be issued or paid pursuant to clause 6.1.1.

"NDR" means a Norwegian depository receipt registered in the VPS and issued by Equro Issuer Services AS, as registered holder of the underlying Company Common Shares, representing one Company Common Share.

"NYSE" means the New York Stock Exchange.

"Paid Amount" means the Stated Fair Value paid or payable in respect of the relevant Dissenting Company Share.

"Parent Shares" means the registered shares of Parent, no par value per share

"Per Share Cash Consideration" means US$6.3044 in cash for each Cashout Share.

"Per Share Stock Consideration" means 0.05190 Parent Shares for each Company Common Share (excluding the Specified Company Shares).

"Person" means an individual, corporation, partnership, limited liability company, trust, unincorporated association or other entity or organisation, including any governmental authority.

"Settling Broker" means Clarksons Securities AS or such other bank or independent financial institution in Norway (or non-Norwegian affiliate thereof) selected by Parent.

"Specified Company Shares" means the Company Common Shares to be cancelled in accordance with clause 6.1.2.

"Stated Fair Value" has the meaning given in clause 7.1.

"Subsidiary" means, with respect to any Person, any corporation, limited liability company, partnership, joint venture or other legal entity of which such Person (alone or through or together with any other Subsidiary) owns, directly or indirectly, more than 50% of the stock or other equity interests the holders of which are generally entitled to vote for the election of its board of directors or other governing body.

"Surviving Company Shares" means common shares of the Surviving Company, US$0.10 par value per share.

"VPS" means Euronext Securities Oslo (Verdipapirsentralen ASA), the Norwegian central securities depository.

at the Effective Time, each Dissenting Company Share shall be automatically cancelled and, unless otherwise expressly required by applicable Law, converted into the right to receive the Stated Fair Value in cash in accordance with clause 7.1, provided that, if any holder of Dissenting Company Shares has made an application to the Supreme Court of Bermuda under section 106(6) of the Companies Act in respect of which it has not made an Appraisal Withdrawal and the fair value of a Dissenting Company Share as appraised by the Supreme Court of Bermuda under section 106(6) of the Companies Act (the "Appraised Fair Value") exceeds the Paid Amount, such holder shall be entitled to receive from the Surviving Company, in cash, within one month after the Appraised Fair Value is appraised, the amount by which the Appraised Fair Value exceeds the Paid Amount for each Dissenting Company Share in respect of which such application was made. No adjustment shall be made, and no amount shall be repayable by any holder, if the Appraised Fair Value is equal to or less than the Paid Amount;

This Agreement may be executed in counterparts each of which when executed and delivered shall constitute an original but all such counterparts together shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS whereof the Parties hereto have executed this Agreement the day and year first above written.