CoolCo Agrees to $9.65 Per Share Cash Merger—Board and Special Committee Unanimously Recommend Deal

Significant Premium: Shareholders Offered 26% Over Last Closing Price

Cool Company Ltd. ("CoolCo") has entered into a definitive merger agreement with EPS Ventures Ltd ("EPS"), in which EPS will acquire all outstanding shares of CoolCo not already owned by EPS for $9.65 per share in cash. This represents a notable 26% premium over CoolCo’s closing share price on September 22, 2025, and a 38% premium over the volume weighted average price (VWAP) for the previous 90 trading days.

Independent Oversight: Special Committee Endorses Merger as Fair to Shareholders

CoolCo’s board formed an independent Special Committee—comprising directors unaffiliated with EPS and supported by its own legal and financial advisors—to evaluate the proposal. The committee, after a detailed review of the terms and available alternatives, unanimously recommended the transaction as fair and in shareholders’ best interests. The board adopted the committee’s recommendation and urges shareholders to vote in favor of the merger.

Shareholder Vote and Timeline: Merger Expected to Close by Early 2026

To proceed, the transaction requires approval by holders of a majority of CoolCo’s outstanding common shares. EPS, already holding 59.3% of the stock, has committed to vote in favor of the merger. The closing is anticipated for Q4 2025 or Q1 2026, pending customary approvals and regulatory filings.

Strategic Shift: From Public Market to Private Ownership

Since its 2022 public listing, CoolCo has focused on growth in LNG carrier operations, distributing meaningful dividends and expanding its fleet—including recent newbuild deliveries. EPS CEO Cyril Ducau commented that the transition to private ownership aims to reinforce CoolCo’s strategic priorities, streamline long-term planning, and deliver on its environmental and operational commitments, especially the ongoing emissions reduction initiatives.

Transaction Advisors and Further Details

Evercore served as financial advisor to the Special Committee, with Latham & Watkins LLP providing legal counsel. EPS received legal advice from Skadden, Arps, Slate, Meagher & Flom (UK) LLP and financial advice from Credit Agricole. Additional transaction documentation, including a detailed proxy statement and recommendations, will be filed with the U.S. SEC. Shareholders are encouraged to review these materials thoroughly before voting.

Key Takeaway: Attractive Premium and Shareholder-Focused Oversight

This merger represents a clear effort to deliver value to shareholders through a substantial premium and transparent, independent board oversight. The deal’s structure, thorough evaluation, and forward-looking commitments position CoolCo for a new phase of growth under private ownership. Shareholders will soon be asked to vote on the merger—those interested should stay informed via upcoming SEC filings and company announcements.

For More Information

Detailed documents and ongoing updates regarding the transaction will be available at CoolCo’s Investor Relations website and via the SEC website.

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