EPS Ventures proposes CoolCo acquisition for $9.65 per share

Cool Company Ltd. ("CoolCo") and EPS Ventures Ltd ("EPS") are in advanced discussions for EPS to acquire all outstanding CoolCo shares it does not already own for $9.65 in cash per common share. This represents a 26% premium to CoolCo's closing price on September 22, 2025, and a 38% premium to the 90-day volume weighted average share price. The transaction would make CoolCo a wholly-owned subsidiary of EPS and result in its delisting from the New York Stock Exchange and Euronext Growth Oslo.

CoolCo's board of directors has established an independent special committee to review the proposal, which it intends to recommend subject to definitive agreements. EPS, which already owns 59.3% of CoolCo's common shares, plans to vote in favor of the merger. The companies target closing the transaction in Q4 2025 or Q1 2026, pending regulatory and shareholder approvals.

CoolCo operates a fleet of 13 LNG carriers with a strategy focused on organic growth, including two newbuilds due in Q4 2024 and Q1 2025, and potential consolidation in the LNG market. Evercore and Latham & Watkins LLP are advising the special committee, while Skadden, Arps, Slate, Meagher & Flom (UK) LLP and Credit Agricole are advising EPS.