- EPS Ventures Ltd. is in advanced discussions to acquire all outstanding shares of CoolCo not already held, at $9.65 per share in cash.
- The offer represents a 26% premium to the latest closing price and a 38% premium to the 90-day average.
- A Special Committee of independent directors is reviewing the transaction, with closing targeted for late 2025 or early 2026.
EPS Ventures Ltd. (“EPS”) is in advanced talks regarding a potential acquisition of all outstanding shares of CoolCo not currently owned by EPS. The proposed transaction would be executed through a cash merger of a wholly owned EPS subsidiary with CoolCo under Bermuda law. Upon completion, CoolCo would become fully owned by EPS and seek delisting from both the New York Stock Exchange and Euronext Growth Oslo, according to Business Wire.
Offer Details
Shareholders would receive $9.65 per common share in cash. This valuation reflects a 26% premium over the September 22, 2025 closing price and a 38% premium compared to the 90-day volume-weighted average share price ending on the same date.
Independent Review
CoolCo’s Board of Directors has formed a Special Committee consisting exclusively of independent directors. Supported by independent legal and financial advisors, the committee will review and negotiate terms. Its recommendation will guide the Board’s decision on approving the transaction once definitive agreements are finalized.
Leadership Statement
“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. 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,” said Cyril Ducau, CEO of Eastern Pacific Ventures Pte Ltd.
Timeline and Conditions
The transaction is expected to close in the fourth quarter of 2025 or the first quarter of 2026, subject to shareholder approval and customary closing conditions. EPS, which already owns 59.3% of outstanding shares, intends to sign a support agreement to vote in favor of the merger. However, no assurances can be given that definitive agreements will be reached or that the transaction will be completed.
Next Steps and Advisors
If definitive agreements are signed, detailed information—including recommendations from the Special Committee and the Board—will be included in filings with the U.S. Securities and Exchange Commission. Shareholders will be advised to carefully review these materials before voting.Evercore is serving as financial advisor and Latham & Watkins LLP as legal counsel to the Special Committee. EPS is being advised by Credit Agricole as financial advisor and Skadden, Arps, Slate, Meagher & Flom (UK) LLP as legal counsel.
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Source: Business Wire
