EPS Ventures Moves to Acquire CoolCo at $9.65 Per Share, Offering Substantial Premium
Cool Company Ltd. (CoolCo) has entered advanced discussions with EPS Ventures Ltd regarding a cash merger that could see all remaining CoolCo shares acquired for $9.65 per share. The agreement, announced today, proposes a transaction that values CoolCo at a 26% premium to its recent closing price, and a 38% premium over its 90-day volume-weighted average. If approved, the deal would result in CoolCo's delisting from both the New York Stock Exchange and Euronext Growth Oslo.
Key Deal Terms Highlighted for Shareholders
For current shareholders, the most notable detail is the premium EPS Ventures is willing to pay. EPS, which already owns 59.3% of CoolCo's shares, would consolidate its ownership through a Bermuda-based cash merger. The Special Committee of CoolCo's independent directors is tasked with evaluating the deal, and intends to recommend its approval once definitive agreements are reached.
| Key Transaction Detail | Figure |
|---|---|
| Offer Price Per Share | $9.65 |
| Premium vs. Last Close | 26% |
| Premium vs. 90-Day VWAP | 38% |
| EPS Shareholding (Current) | 59.3% |
What This Means for CoolCo Shareholders
The buyout, if approved, would shift CoolCo from a publicly traded company to one fully controlled by EPS. Shareholders should be aware that a delisting is planned following the merger, impacting liquidity and future share tradability. A special meeting for shareholder voting will be scheduled upon finalizing agreements, with further details forthcoming in proxy statements and regulatory filings.
Board Oversight and Timeline for Closing
An independent Special Committee, aided by Evercore as financial advisor and Latham & Watkins as legal counsel, is reviewing the offer to ensure fairness to minority investors. EPS, backed by Credit Agricole and represented by Skadden, Arps, has indicated strong intent to close, aiming for completion in late 2025 or early 2026. The deal’s progression is still subject to approvals and standard closing conditions, with no guarantee of consummation until agreements are signed.
Risks and Uncertainties: Shareholders Should Monitor Upcoming Filings
While the premium is notable, investors are reminded of the risks. There is no assurance the merger will close, as legal, regulatory, and operational hurdles could arise. Disclosures in forthcoming SEC filings will offer further insight, and all shareholders are strongly encouraged to review them prior to making any decisions.
Takeaway: Key Opportunity, but Stay Informed
This potential acquisition by EPS Ventures marks a major shift for CoolCo and its investors. The substantial cash premium provides an attractive exit opportunity for shareholders, but also carries implications regarding delisting and future corporate control. With more details and formal votes to come, staying alert to official company communications is the prudent path forward.
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