The Board of Directors of CoolCo has approved a definitive agreement for a merger with EPS Ventures Ltd., CoolCo’s majority shareholder, in an all-cash transaction that will take CoolCo private.
Transaction Terms
- Acquisition Price: EPS will acquire all outstanding shares of CoolCo not already held by it for $9.65 in cash per common share.
- Valuation Premium: The price represents a 26% premium over the closing price on September 22, 2025, and a 38% premium to the volume-weighted average share price for the 90 trading days ending September 22, 2025.
- Transaction Structure: The deal is structured as a merger of a newly-formed, wholly-owned subsidiary of EPS with and into CoolCo.
Board and Shareholder Details
- Special Committee Role: The CoolCo Board established an independent Special Committee to review and negotiate the terms. The Committee, with its own independent financial and legal advisors, unanimously determined the transaction is fair and in the best interests of the Company and its shareholders.
- Board Recommendation: The Board of Directors supports the merger and unanimously recommends that shareholders vote in favor of the transaction.
- Major Shareholder Support: EPS currently owns 59.3% of the outstanding common shares and intends to enter a support agreement to vote its shares in favor of the merger.
- Approval Requirement: The merger is subject to approval by holders of a majority of CoolCo’s common shares.
Strategic Rationale and Timeline
- Rationale for Going Private: EPS CEO Cyril Ducau stated the transition marks a new chapter focused on “strengthening CoolCo’s long-term future” and “delivering dependable, lower-emission solutions” for clients, moving on from its public company chapter since February 2022.
- Expected Closing: The merger is expected to close during the fourth quarter of 2025 or the first quarter of 2026.
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Source: Business Wire
