EPS Ventures in advanced discussion to acquire Cool Company for $9.65 per share

Cool Company (CLCO) and EPS Ventures announced they are in advanced discussions regarding a potential transaction under which EPS would acquire all of the outstanding shares of CoolCo that are not already held by EPS in exchange for $9.65 in cash per common share. 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. 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. The $9.65 per share acquisition price represents a 26% premium to the closing price on September 22 and a 38% premium to the volume weighted average share price of CoolCo’s common shares for the 90 trading day period through September 22. The 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. The special committee intends to recommend to the board the approval of the proposed terms of the transaction, subject to the completion of mutually acceptable definitive agreements. The company and EPS are targeting a closing of the potential transaction during the fourth quarter of 2025 or the first quarter of 2026, 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. EPS owns 59.3% of the common shares outstanding and intends to enter into a support agreement with the company committing to vote its common shares in favor of the merger. There can be no assurances that CoolCo and EPS will successfully negotiate definitive agreements, or that the proposed transaction will be consummated.