Bifogade filer
Beskrivning
| Land | Bermuda |
|---|---|
| Lista | Euronext Growth Oslo |
| Sektor | Tjänster |
| Industri | Shipping & Offshore |
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2026-01-06 16:56:55
January 6, 2026
London, UK
Reference is made to the stock exchange announcement published by Cool Company
Ltd. ("CoolCo" or the "Company") (NYSE: CLCO / CLCO.OL) earlier today,
announcing that a special general meeting of its shareholders approved the
previously announced proposed merger of CoolCo with a newly formed, wholly owned
subsidiary of EPS Ventures Ltd. ("EPS"). CoolCo is pleased to announce that,
following such approval, all conditions precedent to the completion of the
merger have been satisfied.
The parties anticipate that the merger will be completed on January 9, 2026.
CoolCo will therefore request that the Oslo Stock Exchange suspend CoolCo's
common shares from trading on Euronext Growth Oslo before market open on January
9, 2026. Accordingly, and subject to such suspension and completion of the
merger, January 8, 2026 will be the last day of trading in the CoolCo shares on
Euronext Growth Oslo.
As previously announced, the transaction will be implemented through a cash
merger of a wholly owned subsidiary of EPS with and into CoolCo under the laws
of Bermuda, with CoolCo as the surviving company. Upon completion of the merger,
the Company will be wholly owned by EPS and its subsidiaries.
Upon completion of the merger, holders of Company common shares that are
eligible to receive the merger consideration and which are registered in
Euronext Securities Oslo (VPS) and listed on Euronext Growth Oslo as of the
close of business on January 8, 2026 (the cut-off date), as they will appear in
CoolCo's shareholders register with the VPS as of the close of business on
January 12, 2026 (the VPS payment record date), will receive the Norwegian
kroner equivalent of the merger consideration of $9.65 per CoolCo common share
they own as of the close of business on the cut-off date and as recorded with
the VPS on the VPS payment record date. The USD/NOK exchange rate will be the
rate obtained by CoolCo's VPS account operator and will be set on the date the
VPS account operator receives the USD-denominated merger consideration, expected
to be on or about January 12, 2026. The merger consideration is expected to be
paid by the VPS account operator on or about January 14, 2026. Holders of
Company common shares that are eligible to receive the merger consideration and
which are listed on the New York Stock Exchange (NYSE) (other than common shares
registered in the VPS) will, upon completion of the merger, receive merger
consideration through the facilities of the Depositary Trust Corporation (DTC).
In connection with the completion of the merger, CoolCo expects to be delisted
from the New York Stock Exchange and Euronext Growth Oslo. A separate stock
exchange notice is anticipated to be published in this regard.
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 transaction described above (the "Transaction"), the anticipated
timing of the completion of the Transaction, the expected timing of the
suspension of trading of the Company's shares on Euronext Growth Oslo, the
expected last day of trading of the CoolCo shares on Euronext Growth Oslo, the
date of the determination of the USD/NOK exchange rate, the anticipated timing
of the VPS payment record date and the cut-off date, the expected timing of the
payment of the USD-denominated merger consideration in the VPS and the payment
of the merger consideration by the VPS account operator, the expected delisting
of CoolCo from the New York Stock Exchange and Euronext Growth Oslo and the
timing of any stock exchange notices therewith, 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 risks relating to completion of the Transactions and the timing thereof
and the timing of payments and other risks described in the Schedule 13E-3
Transaction Statement filed by the Company with the U.S. Securities and Exchange
Commission (the "SEC") and in 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.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is being made in connection with the Transaction, which
constitutes 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 have filed a Schedule 13E-3 Transaction
Statement with the SEC. The Schedule 13E-3 contains 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 Transaction. This
communication is not a substitute for the Schedule 13E-3 (as it may be amended
or supplemented) or any other document that the Company or EPS may file with the
SEC with respect to the Transaction. 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 BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE PARTICIPANTS IN THE TRANSACTION AND THE
TRANSACTION. Shareholders are able to obtain copies of these materials and other
documents containing important information about the Transaction and
participants in the Transaction, free of charge, through the website maintained
by the SEC at www.sec.gov. Copies of documents filed with the SEC by the Company
are available free of charge on the Company's investor relations website at
https://www.coolcoltd.com/investors/sec-filings.
This information is subject to the disclosure requirements pursuant to Section
5-12 of the Norwegian Securities Trading Act.
For more information, questions should be directed to:
c/o Cool Company Ltd. - +44 207 659 1111 / ir@coolcoltd.com
Richard Tyrrell - Chief Executive Officer
John Boots - Chief Financial Officer