CoolCo said on Wednesday that it has reached an agreement in principle with EPS Ventures regarding the potential combination.
The transaction would be implemented through a cash merger of a wholly-owned subsidiary of EPS with and into CoolCo under the laws of Bermuda.
CoolCo said the $9.65 per share acquisition price represents a 26 percent premium to the closing price on September 22, 2025 and a 38 percent premium to the volume weighted average share price of its common shares for the 90 trading day period through September 22, 2025.
Moreover, the company’s board has 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 potential transaction.
Following completion of the merger, the company would be wholly owned by EPS and would seek to be delisted from the New York Stock Exchange and Euronext Growth Oslo.
EPS owns 59.3 percent of the common shares outstanding of CoolCo and intends to enter
into a support agreement with the company committing to vote its common shares
in favor of the merger, CoolCo said.
Completion targeted by Q1 2026
The two firms are targeting a closing of the potential transaction during the fourth quarter of 2025 or the first quarter of 2026.
CoolCo noted that the deal remains subject to requisite approvals of the transaction, including by holders of a majority of the common shares of CoolCo and the satisfaction of certain other customary closing conditions.
“Despite challenging market conditions our commitment to CoolCo’s long-term development and, above all, to serving our charterers with the highest level of reliability and dedication remains unchanged,” said Cyril Ducau, CEO of Eastern Pacific Ventures.
“We believe our offer provides the best long-term alternative for CoolCo shareholders and we hope to bring this proposed transaction to a close in the very near future,” he said.
LNG fleet
CoolCo has seven TFDE LNG carriers it acquired from Golar LNG and the four LNG carriers it purchased from EPS.
Besides these vessels, CoolCo purchased two newbuild LNG carriers from EPS, and they feature GTT’s Mark III Flex membrane cargo tank system, reliquification, air-lubrication, and shaft generators.
The shipping firm exercised its option with affiliates of EPS Ventures in June 2023 to acquire newbuild contracts for the two 2-stroke LNG carriers.
