Announcement • Nov 26
Gulf Navigation Holding PJSC (DFM:GULFNAV) completed the acquisition of Brooge Petroleum and Gas Investment Company FZE from Brooge Energy Limited (NasdaqCM:BROG).
Gulf Navigation Holding PJSC (DFM:GULFNAV) submitted a formal proposal to acquire Brooge Petroleum and Gas Investment Company FZE from Brooge Energy Limited (NasdaqCM:BROG) for AED 5.9 billion on October 3, 2023. Gulf Navigation Holding PJSC entered into a conditional sale and purchase agreement to acquire Brooge Petroleum and Gas Investment Company FZE from Brooge Energy Limited (NasdaqCM:BROG) for AED 4.8 billion on May 27, 2025. As per the announcement dated May 27, 2025, Gulf Navigation Holding PJSC will issue AED 460 million in cash, 358.8 million in shares and 2.3 billion in mandatory convertible bonds. Gulf Navigation Holding executed a term sheet to acquire Brooge Petroleum and Gas Investment from Brooge Energy on September 20, 2024. The proposed acquisition will be funded through a combination of cash and shares in GULFNAV. Both parties will continue to run their businesses in the normal course of operations. The proposed acquisition is still at an early stage, as GULFNAV is in the process of conducting further due diligence on BPGIC; and its legal and financial advisors continue to evaluate the deal. Gulf Navigation Holding PJSC will fund the transaction through a combination of cash and shares. As of December 14, 2023, Brooge Energy Ltd announced the appointment of Alexander Lawson and Guy Wall to the Board of Directors of Brooge Energy and Yousef Al Assaf has resigned as Chairman and Director of the Board of Directors effective December 11, 2023. The Alvarez & Marsal pair have been tasked with overseeing the liquidation of Brooge Energy, which was ordered by the Grand Court of the Cayman Islands. As of December 27, 2023, GULFNAV confirmed that discussions are still ongoing between the two parties, and that work is underway with financial and legal advisors to complete the evaluation of the deal and obtain the necessary regulatory approvals. GULFNAV submitted a proposal regarding the structure of the acquisition to the Securities and Commodities Authority; and will disclose any developments regarding the transaction to the market in due course. As of June 5, 2024, Brooge Energy Ltd has been unable to file the 2023 Form 20-F, partly due to a board restructure on December 15, 2023, and because it was deeply involved in the final stages of the Proposed Acquisition ("PA") process. As part of this process, the Company is considering and evaluating a potential delisting from the NASDAQ market. If successful, it is estimated that the closing would happen during the 3rd and 4th quarter of 2024.
The transaction is subject to customary closing conditions for transactions of this nature, including obtaining the necessary regulatory approvals. As of September 25, 2024, the Board has approved key strategic terms related to the acquisition and capital increase, which will be presented to the Company's shareholders at the General Assembly after obtaining the approval of the Securities and Commodities Authority. The Board also approved the basic terms for issuing mandatory convertible bonds to Brooge, which will be transferred later to the ultimate beneficial owners before being converted into shares in the capital of the Company. The Board also approved the Term Sheet and ratified its execution and approved the presentation regarding the details of the acquisition and capital increase, which will be presented to the shareholders at the General Assembly. The acquisition is expected to close in the fourth quarter of 2023. Gulf Navigation announced that its shareholders have approved the strategic acquisition of assets and companies owned by Brooge Energy. The approval was granted at the General Assembly Meeting held on March 13, 2025. The acquisition will be settled through a combination of cash, newly issued shares, and Mandatory Convertible Bonds i.e., Issuance of 358,841,476 new shares to BEL at AED 1.25 per share, with a one-year lock-up period, Issuance of MCBs worth AED 2.336 billion to BEL, convertible at AED 1.25 per share, with a one-year lock-up period post-conversion, Issuance of MCBs worth AED 500 million at AED 1.10 per share, exclusively allocated to existing GULFNAV shareholders, with major shareholders subscribing to any remaining bonds not taken up by minority investors. These MCBs are to be converted into shares within three (3) months, A cash payment of AED 460 million as part of the transaction settlement. The acquisition is expected to generate significant operational synergies, including cost savings from integrated logistics and increased storage capacity. The Company’s Board of Directors has been authorized to take all necessary actions to finalize the acquisition, including completing regulatory approvals, amending the Articles of Association, and overseeing capital increase procedures. The transaction is expected to be completed within the 2nd quarter of this year, subject to regulatory approvals and customary closing conditions. As of May 28, 2025, 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. Completion is further conditional upon the satisfaction or waiver of the following conditions precedent (the “Completion Conditions”) on or before the Long Stop Date. As of August 15, 2025, the transaction is expected to be closed during the fourth quarter of 2025.
Freshfields Bruckhaus Deringer LLP acted as legal advisor to Brooge Energy. Trussbridge Advisory Holding Limited acted as financial advisor, and Pinsent Masons LLP and Ibrahim & Partners acted as legal advisor to Gulf Navigation. Abeer Jarrar, Adam Farlow, Mohammad AlRasheed of Baker & McKenzie Habib Al Mulla acted as legal advisor to Brooge Energy Limited (OTCPK:BROG.F).
Gulf Navigation Holding PJSC (DFM:GULFNAV) completed the acquisition of Brooge Petroleum and Gas Investment Company FZE from Brooge Energy Limited (NasdaqCM:BROG) on November 25, 2025. The Transaction has successfully closed, and the consideration was paid.
The transaction has been approved by target shareholders.
