EPS Ventures to Acquire CoolCo: Key Details and Shareholder Benefits

CoolCo and EPS Ventures Ltd (“EPS” or the “Acquirer“) have announced advanced discussions regarding a potential transaction where EPS would acquire all outstanding shares of CoolCo not already held by EPS for $9,65 in cash per common share. The deal would be executed through a cash merger of an EPS wholly owned subsidiary with CoolCo under Bermuda law. Upon completion, CoolCo would become fully owned by EPS and would seek delisting from the New York Stock Exchange and Euronext Growth Oslo.

The acquisition price of $9,65 per share offers a 26 % premium over the closing price on September 22, 2025, and a 38 % premium over the volume-weighted average share price for the 90 trading days through that date.

CoolCo’s Board of Directors has formed an independent Special Committee, consisting solely of independent and disinterested directors, supported by its own legal and financial advisors, to review and negotiate the transaction terms. The Special Committee intends to recommend the Board’s approval of the proposed terms, subject to mutually acceptable definitive agreements.

Cyril Ducau, CEO of Eastern Pacific Ventures Pte Ltd, stated that despite challenging market conditions, their commitment to CoolCo’s long-term development and reliable service to charterers remains firm. He believes the offer provides the best long-term option for CoolCo shareholders, with hopes to finalize the transaction soon.

The companies aim to close the deal in the fourth quarter of 2025 or the first quarter of 2026, pending requisite approvals, including from a majority of CoolCo’s common shareholders, and other customary conditions. EPS, which owns 59,3 % of the outstanding shares, plans to sign a support agreement to vote in favor of the merger. However, there is no assurance that definitive agreements will be reached or that the transaction will be completed.

If definitive agreements are executed, detailed information, including the Special Committee’s and Board’s recommendations, will be included in CoolCo’s proxy statement and/or related SEC filings. Shareholders are encouraged to review these materials carefully before voting.

Evercore serves as the financial advisor to the Special Committee, with Latham & Watkins LLP as legal counsel. Skadden, Arps, Slate, Meagher & Flom (UK) LLP acts as legal counsel to EPS, and Credit Agricole is the financial advisor to EPS.