Cadeler A/S and Eneti Inc. Announce Launch Of Share Exchange Offer For All Of The Outstanding Shares Of Common Stock Of Eneti Inc.

Author: Benzinga Newsdesk | November 07, 2023 06:41pm

Cadeler A/S (OSE: CADLR) ("Cadeler") and Eneti Inc. (NYSE:NETI) ("Eneti"), two offshore wind turbine and foundation installation companies, announce the commencement of a share exchange offer (the "Offer") for all of the outstanding shares of common stock of Eneti. The Offer is being made pursuant to the Business Combination Agreement, announced on June 16, 2023. The Offer is expected to close within Q4 2023. Cadeler will host a conference call on November 8, 2023 at 9:00 a.m. ET / 3:00 p.m. CET (please see below for webcast details).

 

The combined group will be named Cadeler, and be headquartered in Copenhagen, Denmark, with its shares to be listed on the New York Stock Exchange in addition to its current listing on the Oslo Stock Exchange.

The current CEO of Cadeler Mikkel Gleerup will continue as CEO after the combination, while Peter Brogaard Hansen will continue as CFO. Andreas Sohmen-Pao will continue as Chairman of the Board of Directors and Emanuele Lauro, current CEO of Eneti, will expectedly be nominated for election to the Board of Directors as Vice Chairman shortly after the completion of the Offer.

Mr. Andreas Sohmen-Pao, Chairman of Cadeler said: "This is a strategic transaction combining two leading offshore wind companies. It underpins Cadeler's vision and capability to facilitate the renewable transition, and I continue to support the transaction on its industrial and financial merits".

All antitrust and foreign direct investment regulators notified of the transactions contemplated by the Business Combination Agreement have either cleared the transaction or confirmed they have no intention to investigate. Cadeler will submit an application for admission of the Cadeler ADSs to be issued in the Offer and the Cadeler Shares underlying such Cadeler ADSs to be listed on the New York Stock Exchange and have such Cadeler Shares admitted to trading and listing on the Oslo Stock Exchange following approval of an EU/EEA Listing Prospectus by the Danish FSA after the expiration of the Offer.

Mr. Emanuele Lauro, Executive Chairman and CEO of Eneti said: "More than four months after announcing this transaction, it really feels like the right combination for all stakeholders. As I previously mentioned, our scale and respective capabilities will create significant value at a time when offshore wind needs reliable partners and reliable solutions. The track record of Seajacks has been built on the tireless efforts of our shore and seagoing professionals, and we are delighted Cadeler values this legacy so dearly. The prospects for our combined companies, in the context of industry demands over the coming decade, could not be brighter".

Cadeler's management anticipates that the business combination will deliver annual synergies of €106 million, excluding transaction, change of control and integration costs, to enable meaningful shareholder value creation.

The flexibility and size of the combined fleet will bring numerous possibilities to increase efficiency in the market. The Cadeler commercial strategy to-date provides a degree of revenue certainty through 2027 and coverage of operating costs. Coupled with the open days on the Eneti fleet, the combined company will further service the existing partner base and benefit from high tender activity and a growing market.

Mr. Mikkel Gleerup, CEO of Cadeler said: "The combination will represent a significant step up in our ability to meet the increased demand globally for projects with larger scopes and project sizes in service of the much-needed green transition. To deliver on this ambition, we will provide our customers with the largest and most diverse fleet in the industry, operated by highly skilled teams with unique expertise and track records. Particularly in light of increasing value chain bottlenecks, the combined scale and fleet diversity will unlock unrivalled value for our customers, due to increased cross-utilization of resources and improved flexibility, capacity, and agility".

  

The Offer is being made on the terms and subject to the conditions and procedures set forth in the Prospectus/Offer to Exchange, dated November 7, 2023 (the "Prospectus/Offer to Exchange"), and in the related letter of transmittal, together with any amendments or supplements thereto.

Prior to completion of the Offer, the two companies will continue to operate separately of one another.

Conference Call on November 8, 2023 at 9:00 a.m. ET / 3:00 p.m. CET

Cadeler will host a conference call on November 8, 2023 at 9:00 a.m. ET / 3:00 p.m. CET.

Those wishing to listen to the call should dial 1 (877) 513-1694 (U.S.) or 1 (412) 902-4269 (International) at least 15 minutes prior to the start of the call to ensure connection. The information provided on the teleconference is only accurate at the time of the conference call, and Cadeler will take no responsibility for providing updated information.

There will also be a simultaneous live webcast over the internet. Participants to the live webcast should register on the website approximately 15 minutes prior to the start of the webcast.

Please see below webcast link. The link will also be made available on the Cadeler website.

https://edge.media-server.com/mmc/p/mpcmsd68

Posted In: NETI