11/06/2025 03:25 AST
Gulf Navigation Holding, a leading maritime and shipping company listed on the Dubai Financial Market, has entered into a deal with Brooge Energy, a leading Cayman Islands-based crude oil, fuel oil and refined fuel products storage company, to formalise the sale and purchase agreement (SPA) in accordance with the acquisition structure that was previously approved by Gulfnav's shareholders in the March general assembly meeting, thus marking a key milestone in the AED3.2 billion ($871 million) strategic acquisition.
This agreement finalises Gulfnav's acquisition of the assets and subsidiaries of Nasdaq-listed Brooge, including Brooge Petroleum and Gas Investment Company FZE, Brooge Petroleum and Gas Investment Company Phase III FZE, and BPGIC Phase 3 Limited.
Following the signing of the Sale and Purchase Agreement, both parties will work closely to fulfill the remaining conditions required to complete the transaction, including securing final regulatory approvals, satisfying all contractual and legal completion terms, and executing the necessary corporate actions.
As part of this process, Gulfnav will implement a capital increase, issue new shares to Brooge Energy Limited, and initiate a structured capital raising initiative through the issuance of Mandatory Convertible Bonds (MCBs).
Upon completion, the focus will shift to operational integration to ensure a smooth transition and to unlock synergies across both organizations. All final conditions of the deal are expected to be completed before the end of the third quarter of 2025, subject to customary closing conditions.
Signing the agreement reflects the continued commitment of both companies to transform the regional midstream oil and gas landscape.
This transaction reinforces Gulfnav's strategy to become an integrated energy logistics powerhouse by significantly expanding its storage, terminal, and related infrastructure capabilities.
The acquisition, involves a settlement structure comprising cash, newly issued shares, and Mandatory Convertible Bonds (MCBs). This includes:
Issuance of 358.8 million new shares to Brooge at AED1.25 per share, subject to a one-year lock-up.
AED2.33 billion in MCBs issued to Brooge, convertible at AED1.25 per share.
AED500 million in MCBs exclusively offered to Gulfnav's existing shareholders at AED1.1 per share.
A cash component of AED460 million.
Founded in 2013, Brooge today it is one of the most technologically advanced companies in the crude oil storage services sector, as the company's facilities and terminals use advanced technologies consistent with the best international standards.
It has strengthened its investments and presence in Fujairah being an important hub in oil storage and exporting.
Gulfnav said this acquisition is expected to strengthen its market position and boost operational efficiency and competitive edge.
It will also diversify the company's revenue streams and deepen relationships with key strategic partners in the energy sector, positioning Gulfnav to capitalize on future growth opportunities across local and regional markets.
Through this strategic expansion, Gulfnav aims to enhance financial performance and deliver greater returns to its shareholders.
"This signing marks a pivotal moment in our growth journey. This is more than an acquisition, it's a strategic integration that will allow us to unlock new opportunities in the energy logistics space," remarked its CEO Ahmad Kilani.
"By combining our maritime capabilities with Brooge's cutting-edge infrastructure, we are well-positioned to deliver value to our customers, shareholders, and the UAE's broader energy ecosystem," he added.
Trussbridge Advisory (DIFC) Limited acted as exclusive financial advisor to Gulfnav on the transaction. Pinsent Masons acted as the lead counsel, while Ibrahim & Partners advised on structuring and regulatory matters of the transaction.
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