GulfNav Secures $871 Million Deal to Bolster Oil Storage Hub
Arabian Post Staff -Dubai
Gulf Navigation Holding PJSC has signed a definitive agreement to acquire the assets and subsidiaries of Nasdaq‑listed Brooge Energy for AED 3.2 billion, a move set to significantly expand its midstream oil and gas capacity. The transaction spans a blend of cash, share issuance, and mandatory convertible bonds, with completion anticipated by the close of the third quarter of 2025, subject to regulatory and shareholder approvals.
The bulk of the deal involves taking over Brooge Petroleum and Gas Investment Company FZE, its Phase III FZE entity, and BPGIC Phase 3 Limited—each operating advanced crude, fuel oil, and refined petroleum storage facilities in Fujairah. These strategically located assets will double GulfNav's existing infrastructure, reinforcing its footprint at a key UAE bunkering and storage hub.
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Under the structured settlement, GulfNav will allocate 358.8 million new shares at AED 1.25 each to Brooge Energy, enforceable with a 12‑month lock‑up period. It will also issue AED 2.336 billion in mandatory convertible bonds convertible at the same share price and restricted similarly. Existing shareholders have access to AED 500 million in MCBs at AED 1.10 per share, with major investors covering any unclaimed portion. Additionally, AED 460 million will be disbursed in cash.
Chief Executive Ahmad Kilani described this acquisition as transformational, explaining that integrating Brooge's storage infrastructure with GulfNav's maritime services will 'unlock operational synergies, enhance storage capacity and drive long‑term value for shareholders.' Incoming facilities in Fujairah are expected to enhance logistical efficiency, lower costs, and broaden GulfNav's revenue mix.
This move aligns with GulfNav's strategy to transition from a legacy maritime operator to a diversified energy‑logistics conglomerate. The firm's board was authorised in March 2025 to proceed with the asset acquisition, capital increase, and issue of MCBs, all in light of its shareholders' approval. Regulatory processes and amendments to the company's articles of association—particularly regarding foreign ownership—are now underway.
Brooge Energy has previously attracted scrutiny. In December 2024, U.S. investors filed a fraud claim against auditor Ernst & Young, alleging that revenues were overstated by between 30% and 80% during 2018–2020. The firm reached a $5 million settlement with the U.S. Securities and Exchange Commission over irregular accounting practices. Despite these concerns, GulfNav maintains the deal offers strategic value, citing diligence and planned regulatory housekeeping prior to close.
Analysts note the landmark nature of this deal; GulfNav's storage assets are poised to surge, positioning it as a key player in the region's rapidly evolving energy-logistics ecosystem. Fujairah's strategic location outside the Strait of Hormuz means its terminals are well placed to serve global crude oil logistics, with Brooge's high-tech blending capabilities offering an edge in operational efficiency.
Transaction conditions encompass customary requirements: shareholder approvals, regulatory consents, debt settlements, and commercial registration. GulfNav expects to finalise the share and bond issuance in tandem with regulatory clearance, with the goal of closing by end‑Q3 2025. After completion, the Brooge Energy shareholders and bondholders will receive equity in GulfNav under lock‑up terms.
Post-acquisition, GulfNav's board plan includes integrating Brooge's board representatives to ensure continuity and operational alignment throughout the transition. Integration is expected to elevate GulfNav's EBITDA margins and open fresh revenue streams via enhanced storage, blending, and bunkering services.
Although GulfNav navigates complexities from Brooge's previous accounting controversies, analysts emphasise the strategic benefits—particularly the ability to offer complete maritime-to-storage and product blending services from a single platform. The expanded Fujairah facilities will allow GulfNav to capitalise on growing crude export flows, further supported by Abu Dhabi's energy growth ambitions.
With conventional execution risk low, attention now shifts to securing regulatory and legal clearances, along with capital-raising for the MCB component. Successful completion will mark GulfNav's transformation into a fully integrated energy logistics powerhouse, ready to meet regional demand while delivering enhanced returns to investors.
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