Cool Company Ltd. (“CoolCo” or the “Company”) and EPS Ventures Ltd (“EPS”) Announce Board Approval of, and entry into an agreement for, a Merger of CoolCo with Newly Formed, Wholly Owned Subsidiary of EPS Ventures Ltd Recommended by Independent Special Committee of CoolCoCompany
CoolCo and EPS Ventures Ltd today announced that the Board of Directors of CoolCo has approved a transaction, and CoolCo has entered into an agreement, pursuant to which EPS will acquire all of the outstanding shares of CoolCo that are not already held by EPS in exchange for $9.65 in cash per common share. The transaction will be implemented through a merger of a wholly-owned subsidiary of EPS with and into CoolCo.
The $9.65 per share acquisition price represents a 26% premium to the closing price on September 22, 2025 and a 38% premium to the volume weighted average share price of CoolCo’s common shares for the 90 trading day period through September 22, 2025.
The Board of Directors of CoolCo (the “Board”) established an independent Special Committee, comprised solely of independent and disinterested directors, with its own independent legal and financial advisors, to review and negotiate the terms of the proposed merger. The Special Committee has completed its review and unanimously determined that the transaction, including the merger, is fair to, and in the best interests of, the Company and its shareholders and has recommended that the Board approve the transaction and recommend approval of the merger to the shareholders.
The Board has determined that the merger is in the best interests of the Company and its shareholders. The Board supports the merger and has, with the Special Committee’s approval and recommendation, approved the transaction and unanimously recommends shareholders to vote in favor of the transaction.
“We recognize the important chapter that CoolCo has had as a public company since February 2022 and thank our fellow shareholders for their support as CoolCo moves to the next chapter,” said Cyril Ducau, CEO of Eastern Pacific Shipping Pte Ltd. “Despite challenging market conditions, the Company has performed well and distributed dividends that have provided meaningful returns to shareholders. Our transition to private ownership marks a new chapter where our priorities are clear: strengthening CoolCo’s long-term future while delivering dependable, lower-emission solutions for our clients.
“The Special Committee carefully evaluated the proposed merger with the assistance of independent financial and legal advisors. After a thorough review of the terms, alternatives, and strategic implications, we believe this transaction delivers fair value and is in the best interests of the Company’s shareholders and we have recommended to the Board that it makes a recommendation to shareholders to vote in favor,” said Sami Iskander, Chair of the Special Committee of CoolCo.
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The merger is expected to close during the fourth quarter of 2025 or the first quarter of 2026, subject to approval of the transaction by holders of a majority of the common shares of CoolCo and the satisfaction of certain other customary closing conditions. EPS owns 59.3% of the common shares outstanding and intends to enter into a support agreement with the Company committing to vote its common shares in favor of the merger.
Detailed information regarding the merger, including the Special Committee’s and the Board’s recommendation, will be included in the Company’s proxy statement and/or related filings to be made with the U.S. Securities and Exchange Commission (the “SEC”). Shareholders are encouraged to review these materials carefully before voting.
Evercore is acting as financial advisor to the Special Committee and Latham & Watkins LLP is acting as legal counsel to the Special Committee. Skadden, Arps, Slate, Meagher & Flom (UK) LLP is acting as legal counsel to EPS and Credit Agricole is acting as financial advisor to EPS.
