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London, UK - December 17, 2025
COOL COMPANY Ltd. ("CoolCo" or the "Company") (NYSE: CLCO / CLCO.OL) hasannounced today that the special meeting of its shareholders is currentlyplanned to take place on January 6, 2026 at 1:00 PM GMT. At the specialmeeting,the Company's shareholders will vote on the previously announced proposedmergerof CoolCo with a newly formed, wholly owned subsidiary of EPS Ventures Ltd.
As previously announced on December 8, 2025, CoolCo shareholders of record atthe close of business on December 16, 2025 will be entitled to receive noticeofthe special meeting and to vote at the special meeting.
A copy of the notice and associated information will be distributed toshareholders by normal distribution methods prior to the meeting and will alsobe made available on the website maintained by the SEC at www.sec.gov, and theCompany's website at http://www.coolcoltd.com. The Notice and Proxy Card forholders of shares listed on Euronext Growth Oslo is attached to this pressrelease.
ABOUT COOLCOCoolCo is an LNG Carrier pure play with a fleet of 13 vessels and awell-balanced portfolio of short- and long-term charters with the world'sleading oil & gas, trading, and utility companies. In addition to organicgrowthfrom two newbuilds delivered in Q4 2024 and Q1 2025, CoolCo's strategyincludesongoing assessment of growth opportunities through vessel acquisitions andpotential consolidation in the fragmented LNG market. Through its in-house LNGtransportation and infrastructure management platform, CoolCo operates its ownvessels and provides management services to third-party owners. The companybenefits from the scale and support of Eastern Pacific Shipping, an affiliateofits largest shareholder and the owner of one of the world's largestindependentshipping fleets. This affiliation strengthens CoolCo's strategic position withshipyards, financial institutions, and deal flow access. CoolCo is committedtosupporting global decarbonization and energy security. As part of its LNGeupgrade program, the company aims to reduce emissions by 10-15%, contributingtoa fleet-wide emissions reduction target of 35% from 2019 to 2030.
Additional information about CoolCo can be found at www.coolcoltd.com.
FORWARD LOOKING STATEMENTSThis press release and any written or oral statements made by us in connectionwith this press release include forward-looking statements. In some cases, youcan 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" andothersimilar expressions that are predictions of or indicate future events andfuturetrends, or the negative of these terms or other comparable terminology,althoughnot all forward-looking statements contain these words. All statementscontainedin this press release that do not relate to matters of historical fact shouldbeconsidered forward-looking statements, including but not limited to,statementsregarding the proposed transaction described above (the "Transaction"),including the expected timing of the Company's special general meeting of itsshareholders, and other non-historical statements.
Any forward-looking statements contained herein are based on our historicalperformance and our current plans, estimates, strategies, priorities andexpectations and are not a representation that such plans, estimates, orexpectations will be achieved. These forward-looking statements represent ourexpectations as of the date of this press release. Subsequent events may causethese expectations to change, and we disclaim any obligation to update theforward-looking statements in the future, except as required by law. Theseforward-looking statements are subject to known and unknown risks anduncertainties that may cause actual results to differ materially from ourcurrent expectations.
Important factors that could cause actual results to differ materially fromthose anticipated in our forward-looking statements include, but are notlimitedto, (i) the Transaction may not be consummated within the expected timeframeinaccordance with expected terms and plans, or at all; (ii) litigation relatingtothe Transaction could be instituted against the Company, or other partiesincluding their respective directors, managers or officers, and the outcome ofany litigation cannot be predicted; (iii) disruptions from the Transaction mayharm the Company's business, including current plans and operations; (iv) theTransaction may result in the diversion of management's time and attention toissues relating to the Transaction; (v) the Transaction may impact theCompany'sability to retain and hire key personnel; (vi) potential adverse reactions orchanges to business relationships may result from the announcement orcompletionof the Transaction; (vii) the announcement of the Transaction may impactavailability of capital; (viii) potential business uncertainty, includingchanges to existing business relationships, during the pendency of theTransaction could affect the Company's financial performance; (ix)restrictionsunder the agreements governing the Transaction may impact the Company'sabilityto pursue certain business opportunities or strategic transactions during thependency of the Transaction; (x) there will be costs in connection with theTransaction; (xi) an event, change or other circumstance could give rise tothetermination of the definitive agreement governing the Transaction; (xii)competing offers or acquisition proposals may be made in response to theannouncement of the Transaction; (xiii) the announcement or pendency of theTransaction may impact the Company's common share prices and/or the Company'soperating results and cause uncertainty as to the long-term value of Company'scommon shares; and (xiv) the other risks described under the captions "Item 3.Key Information - D. Risk Factors" and "Cautionary Statement RegardingForward-Looking Statement" in our Annual Report on Form 20-F for the fiscalyearended December 31, 2024, filed with the U.S. Securities and ExchangeCommission(the "SEC"), as such factors may be updated from time to time in our otherfilings with and submissions to the SEC, which are accessible on the SEC'swebsite at www.sec.gov and the Investor Relations page of our website athttps://www.coolcoltd.com/investors/sec-filings.
IMPORTANT INFORMATIONThis announcement is not and does not form a part of any offer to sell, orsolicitation of an offer to purchase, any securities. The distribution of thisannouncement and other information may be restricted by law in certainjurisdictions. Copies of this announcement are not being made and may not bedistributed or sent into any jurisdiction in which such distribution would beunlawful or would require registration or other measures. Persons into whosepossession this announcement or such other information should come arerequiredto inform themselves about and to observe any such restrictions. Thisannouncement is for information purposes only and does not constitute a tenderoffer document, prospectus or equivalent document.
This announcement is not to be relied upon in substitution for the exercise ofindependent judgement. It is not intended as investment advice and under nocircumstances is it to be used or considered as an offer to sell, or asolicitation of an offer to buy any securities or a recommendation to buy orsell any securities.
The information contained in this announcement is for background purposes onlyand does not purport to be full or complete. This announcement has not beenreviewed approved by any regulatory or supervisory authority. The informationinthis announcement is subject to change. No obligation is undertaken to updatethis announcement or to correct any inaccuracies except as required byapplicable laws, and the distribution of this announcement shall not be deemedto be any form of commitment to proceed with any transaction or arrangementreferred 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 ITThis communication is being made in connection with the Transaction, whichconstitutes a "going private transaction" subject to the requirements of Rule13e-3 under the U.S. Securities Exchange Act of 1934 and, therefore, certainparticipants in the Transaction have filed a Schedule 13E-3 TransactionStatement with the SEC. The Schedule 13E-3 contains important information ontheCompany, EPS Ventures Ltd. ("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 SECregardingthe 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 CompanyorEPS may file with the SEC with respect to the proposed transaction. The proxystatement included in the Schedule 13E-3 will be mailed or otherwise furnishedto the Company's shareholders. SHAREHOLDERS ARE URGED TO READ THE SCHEDULE13E-3, ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY OTHER RELEVANT DOCUMENTSTHAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEYCONTAIN IMPORTANT INFORMATION ABOUT THE PARTICIPANTS IN THE PROPOSEDTRANSACTIONAND THE PROPOSED TRANSACTION. Shareholders are able to obtain copies of thesematerials and other documents containing important information about theTransaction and participants in the Transaction, free of charge, through thewebsite maintained by the SEC at www.sec.gov. Copies of documents filed withtheSEC by the Company are available free of charge on the Company's investorrelations website at https://www.coolcoltd.com/investors/sec-filings.
This information is subject to the disclosure requirements pursuant to Section5-12 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
https://newsweb.oslobors.no/message/662205
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