Gulf Navigation Holding (Gulfnav), a Dubai-listed maritime and shipping firm, has signed a landmark agreement to acquire key assets and subsidiaries of Brooge Energy in a strategic deal valued at AED 3.2 billion ($871 million). The agreement marks a pivotal step in Gulfnav’s bid to transform into a fully integrated energy logistics powerhouse.
The deal finalizes Gulfnav’s acquisition of assets including Brooge Petroleum and Gas Investment Company FZE, its Phase III FZE counterpart, and BPGIC Phase 3 Limited. All three entities form the core of Brooge’s Nasdaq-listed operations in the oil storage and terminal services sector.
Capital Structure and Closing Strategy
Following shareholder approval in Gulfnav’s March general assembly, the Sale and Purchase Agreement (SPA) is now in effect. Both parties will now work to fulfill remaining conditions, including final regulatory approvals, corporate actions, and legal requirements. The transaction is expected to close before the end of Q3 2025, pending customary closing conditions.
To fund the acquisition, Gulfnav will initiate a capital increase, issue new shares to Brooge Energy, and launch a structured capital-raising program involving Mandatory Convertible Bonds (MCBs). The deal structure includes:
- 358.8 million new shares to Brooge at AED 1.25 per share, under a one-year lock-up
- AED 2.33 billion in MCBs to Brooge, convertible at AED 1.25 per share
- AED 500 million in MCBs for Gulfnav’s existing shareholders at AED 1.10 per share
- A cash component of AED 460 million
Strengthening Energy Logistics Across the Region
The acquisition significantly expands Gulfnav’s operational footprint, particularly in oil storage and terminal infrastructure. Brooge, founded in 2013, operates one of the most technologically advanced crude oil storage facilities in Fujairah—a key regional hub for energy exports.
“This signing marks a pivotal moment in our growth journey,” said Ahmad Kilani, CEO of Gulf Navigation.
“This is more than an acquisition—it’s a strategic integration. 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.”
The deal also aligns with Gulfnav’s long-term strategy to diversify its revenue streams and deepen engagement with key energy partners. With expanded midstream capabilities, the company aims to enhance financial performance, improve operational efficiency, and capture new growth opportunities across regional markets.
Advisory and Legal Support
Trussbridge Advisory (DIFC) Limited acted as exclusive financial advisor to Gulfnav. Legal counsel was provided by Pinsent Masons, with Ibrahim & Partners advising on transaction structuring and regulatory compliance.
The agreement signals continued momentum in the UAE’s oil and gas logistics sector, as companies position themselves to meet growing regional demand and global energy transition imperatives.
