Cool Company Ltd. (“CoolCo” or the “Company”) and EPS Ventures Ltd (“EPS”) Announce Board Approval of, and entry into an agreement for, a Merger of CoolCo with Newly Formed, Wholly Owned Subsidiary of EPS Ventures Ltd Recommended by Independent...

29 Sep 2025 06:00 CEST

Cool Company Ltd. (“CoolCo” or the “Company”) and EPS Ventures Ltd (“EPS”)
Announce Board Approval of, and entry into an agreement for, a Merger of CoolCo
with Newly Formed, Wholly Owned Subsidiary of EPS Ventures Ltd Recommended by
Independent Special Committee of CoolCo

London, Singapore - September 29, 2025

CoolCo and EPS Ventures Ltd today announced that the Board of Directors of
CoolCo has approved a transaction, and CoolCo has entered into an agreement,
pursuant to which EPS will 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 will be implemented through a merger of a wholly-owned subsidiary of
EPS with and into CoolCo.

The $9.65 per share acquisition price represents a 26% premium to the closing
price on September 22, 2025 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, 2025.

The Board of Directors of CoolCo (the “Board”) 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 proposed merger. The Special Committee has completed its review
and unanimously determined that the transaction, including the merger, is fair
to, and in the best interests of, the Company and its shareholders and has
recommended that the Board approve the transaction and recommend approval of the
merger to the shareholders.

The Board has determined that the merger is in the best interests of the Company
and its shareholders. The Board supports the merger and has, with the Special
Committee’s approval and recommendation, approved the transaction and
unanimously recommends shareholders to vote in favor of the transaction.

“We recognize the important chapter that CoolCo has had as a public company
since February 2022 and thank our fellow shareholders for their support as
CoolCo moves to the next chapter,” said Cyril Ducau, CEO of Eastern Pacific
Shipping Pte Ltd. “Despite challenging market conditions, the Company has
performed well and distributed dividends that have provided meaningful returns
to shareholders. Our transition to private ownership marks a new chapter where
our priorities are clear: strengthening CoolCo’s long-term future while
delivering dependable, lower-emission solutions for our clients.

“The Special Committee carefully evaluated the proposed merger with the
assistance of independent financial and legal advisors. After a thorough review
of the terms, alternatives, and strategic implications, we believe this
transaction delivers fair value and is in the best interests of the Company’s
shareholders and we have recommended to the Board that it makes a recommendation
to shareholders to vote in favor,” said Sami Iskander, Chair of the Special
Committee of CoolCo.

The merger is expected to close during the fourth quarter of 2025 or the first
quarter of 2026, subject to approval of the transaction 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.

Detailed information regarding the merger, including the Special Committee’s and
the Board’s recommendation, will be included in the Company’s proxy statement
and/or related filings to be made with the U.S. Securities and Exchange
Commission (the “SEC”). Shareholders are encouraged to review these materials
carefully before voting.

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

ABOUT COOLCO
CoolCo is an LNG Carrier pure play with a fleet of 13 vessels and a
well-balanced portfolio of short- and long-term charters with the world’s
leading oil & gas, trading, and utility companies. In addition to organic growth
from two newbuilds delivered in Q4 2024 and Q1 2025, CoolCo’s strategy includes
ongoing assessment of growth opportunities through vessel acquisitions and
potential consolidation in the fragmented LNG market. Through its in-house LNG
transportation and infrastructure management platform, CoolCo operates its own
vessels and provides management services to third-party owners. The company
benefits from the scale and support of Eastern Pacific Shipping, an affiliate of
its largest shareholder and the owner of one of the world’s largest independent
shipping fleets. This affiliation strengthens CoolCo’s strategic position with
shipyards, financial institutions, and deal flow access. CoolCo is committed to
supporting global decarbonization and energy security. As part of its LNGe
upgrade program, the company aims to reduce emissions by 10-15%, contributing to
a fleet-wide emissions reduction target of 35% from 2019 to 2030.

Additional information about CoolCo can be found at www.coolcoltd.com.

FORWARD LOOKING STATEMENTS
This press release and any written or oral statements made by us in connection
with this press release include forward-looking statements. In some cases, you
can identify forward-looking statements by terminology such as “aim,”
“anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,”
“estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,”
“potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other
similar expressions that are predictions of or indicate future events and future
trends, or the negative of these terms or other comparable terminology, although
not all forward-looking statements contain these words. All statements contained
in this press release that do not relate to matters of historical fact should be
considered forward-looking statements, including but not limited to, statements
regarding the proposed transaction (the “Transaction”), including the expected
timing of the closing of the Transaction; other statements about the Transaction
including the impact of the Transaction and other non-historical statements.

Any forward-looking statements contained herein are based on our historical
performance and our current plans, estimates, strategies, priorities and
expectations and are not a representation that such plans, estimates, or
expectations will be achieved. These forward-looking statements represent our
expectations as of the date of this press release. Subsequent events may cause
these expectations to change, and we disclaim any obligation to update the
forward-looking statements in the future, except as required by law. These
forward-looking statements are subject to known and unknown risks and
uncertainties that may cause actual results to differ materially from our
current expectations.

Important factors that could cause actual results to differ materially from
those anticipated in our forward-looking statements include, but are not limited
to, (i) the Transaction may not be consummated within the expected timeframe in
accordance with expected terms and plans, or at all; (ii) litigation relating to
the Transaction could be instituted against the Company, or other parties
including their respective directors, managers or officers, and the outcome of
any litigation cannot be predicted; (iii) disruptions from the Transaction may
harm the Company’s business, including current plans and operations; (iv) the
Transaction may result in the diversion of management’s time and attention to
issues relating to the Transaction; (v) the Transaction may impact the Company’s
ability to retain and hire key personnel; (vi) potential adverse reactions or
changes to business relationships may result from the announcement or completion
of the Transaction; (vii) the Transaction announcement may impact availability
of capital; (viii) potential business uncertainty, including changes to existing
business relationships, during the pendency of the Transaction could affect the
Company’s financial performance; (ix) restrictions under the definitive
agreement governing the Transaction may impact the Company’s ability to pursue
certain business opportunities or strategic transactions during the pendency of
the Transaction; (x) there will be costs in connection with the Transaction;
(xi) an event, change or other circumstance could give rise to the termination
of the definitive agreement governing the Transaction; (xii) competing offers or
acquisition proposals may be made in response to the announcement of the
Transaction; (xiii) the announcement or pendency of the Transaction may impact
the Company’s common share prices and/or operating results and cause uncertainty
as to the long-term value of Company’s common shares; and (xiv) the other risks
described under the captions “Item 3. Key Information — D. Risk Factors” and
“Cautionary Statement Regarding Forward-Looking Statement” in our Annual Report
on Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC, as
such factors may be updated from time to time in our other filings with and
submissions to the SEC, which are accessible on the SEC’s website at
www.sec.gov and the Investor Relations page of our website at
https://www.coolcoltd.com/investors/sec-filings.

Important Information
This announcement is not and does not form a part of any offer to sell, or
solicitation of an offer to purchase, any securities. The distribution of this
announcement and other information may be restricted by law in certain
jurisdictions. Copies of this announcement are not being made and may not be
distributed or sent into any jurisdiction in which such distribution would be
unlawful or would require registration or other measures. Persons into whose
possession this announcement or such other information should come are required
to inform themselves about and to observe any such restrictions. This
announcement is for information purposes only and does not constitute a tender
offer document, prospectus or equivalent document.

This announcement is not to be relied upon in substitution for the exercise of
independent judgement. It is not intended as investment advice and under no
circumstances is it to be used or considered as an offer to sell, or a
solicitation of an offer to buy any securities or a recommendation to buy or
sell any securities.

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. This announcement has not been
reviewed approved by any regulatory or supervisory authority. The information in
this announcement is subject to change. No obligation is undertaken to update
this announcement or to correct any inaccuracies except as required by
applicable laws, and the distribution of this announcement shall not be deemed
to be any form of commitment to proceed with any transaction or arrangement
referred to herein.

This announcement is intended for the sole purpose of providing information.
Persons needing advice should consult an independent financial adviser.

Additional Information and Where to Find It
This communication is being made in connection with the Transaction. If the
parties execute definitive agreements providing for the Transaction, the
Transaction will constitute a “going private transaction” subject to the
requirements of Rule 13e-3 under the U.S. Securities Exchange Act of 1934 and
therefore certain participants in the Transaction would intend to file a
Schedule 13E-3 Transaction Statement with the SEC. The Schedule 13E-3 would
contain important information on the Company, EPS, the Transaction and related
matters, including a proxy statement for a special meeting of the Company
shareholders. These participants may also file other relevant documents with the
SEC regarding the proposed acquisition. This communication is not a substitute
for the Schedule 13E-3 (if and when available) or any other document that the
Company or Acquiror may file with the SEC with respect to the proposed
transaction. The proxy statement contemplated to be included in the Schedule
13E-3 would be mailed or otherwise furnished to the Company’s shareholders.
SHAREHOLDERS ARE URGED TO READ THE SCHEDULE 13E-3, ANY AMENDMENTS OR SUPPLEMENTS
THERETO AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PARTICIPANTS IN THE
PROPOSED TRANSACTION AND THE PROPOSED TRANSACTION. Shareholders will be able to
obtain copies of these materials (if and when they are available) and other
documents containing important information about the Transaction and
participants in the Transaction once such documents are filed with the SEC, free
of charge, through the website maintained by the SEC at www.sec.gov. Copies of
documents filed with the SEC by the Company will be made available free of
charge on the Company’s investor relations website at
https://www.coolcoltd.com/investors/secfilings.

This information is subject to the disclosure requirements in Regulation EU
596/2014 (MAR) article 19 number 3 and section 5-12 of the Norwegian Securities
Trading Act. This announcement was published by Cool Company Ltd., at the date
and time set out above.

For further information, please contact:
c/o Cool Company Ltd - +44 207 659 1111 / ir@coolcoltd.com
Richard Tyrrell - Chief Executive Officer
Johannes Boots - Chief Financial Officer

Source: Cool Company Ltd.

More information:
Access the news on Oslo Bors NewsWeb site

656282_CLCO - Board Approval and Merger Agreement.pdf