Dubai-based maritime and shipping company Gulf Navigation Holding PJSC (GULFNAV) has secured shareholder approval for the strategic acquisition of Brooge Energy Limited (BEL) assets in a deal valued at AED 3.2 billion.
GULFNAV announced the decision following its General Assembly Meeting on March 13, 2025, paving the way for a major expansion into the midstream oil and gas sector. The acquisition includes Brooge Petroleum and Gas Investment Company FZE, Brooge Petroleum and Gas Investment Company Phase III FZE, and BPGIC Phase 3 Limited. This move is expected to strengthen GULFNAV’s foothold in storage and logistics, aligning with its broader growth strategy.
Key Transaction Details
The transaction structure incorporates multiple financial instruments:
- 358.84 million new shares issued to BEL at AED 1.25 per share, subject to a one-year lock-up period.
- Mandatory Convertible Bonds (MCBs) worth AED 2.336 billion, also priced at AED 1.25 per share, locked for one year post-conversion.
- AED 500 million in additional MCBs, priced at AED 1.10 per share, allocated exclusively to existing GULFNAV shareholders. Any unsubscribed bonds will be covered by major shareholders, with conversion scheduled within three months.
- A cash component of AED 460 million to finalize the acquisition.
Strategic Significance
With this acquisition, GULFNAV expands its role in energy infrastructure, integrating Brooge Energy’s advanced facilities for fuel oil, crude oil, and petroleum product storage. The company aims to improve operational efficiencies and broaden its service portfolio, enhancing competitiveness in the regional logistics and energy markets.
“The approval of this acquisition marks a transformational milestone for GULFNAV,” said Ahmad Kilani, Board Member and CEO of GULFNAV. “This deal reinforces our commitment to sustainable growth, operational excellence, and long-term value creation for our shareholders. With this acquisition, we strengthen our position in the midstream sector, expand our service portfolio, and unlock new revenue opportunities.”
Future Growth and Financial Impact
The integration of Brooge Energy’s assets is anticipated to generate operational synergies, improving logistics efficiencies and expanding storage capacity. The company projects higher revenue streams and enhanced EBITDA margins post-acquisition. Additionally, the issuance of new shares and MCBs will increase GULFNAV’s share capital by approximately 220%.
Regulatory approvals remain a final step before closing, with completion expected in Q2 2025. The GULFNAV Board has been empowered to oversee final arrangements, including regulatory filings, capital increase procedures, and amendments to the Articles of Association.
The move positions GULFNAV for sustained expansion, leveraging Brooge Energy’s infrastructure to tap into growing regional demand for midstream services. The company also intends to explore innovative energy solutions, aligning with UAE’s sustainability goals by investigating alternative fuel storage and reduced carbon emissions initiatives.
