Cadeler and Eneti to Merge, Creating World’s Leading Offshore Wind Turbine and Foundation Installation Shipowner

Cadeler A/S and Eneti Inc. have agreed to combine in a stock-for-stock exchange offer, creating the world’s leading offshore wind turbine and foundation installation shipowner.

Cadeler and Eneti shareholders will own 60% and 40% of the combined company, respectively. The combined group will be named Cadeler and will be headquartered in Copenhagen, Denmark, with shares listed on the NYSE in addition to the Olso Stock Exchange.

The deal brings together two companies offering the largest, most diversified and modern fleet of wind turbine and foundation installation vessels (WTIVs) in the industry. The combination agreement has already been approved by the Board of Directors of both companies.

The Cadeler fleet consists of two WTIVs on the water, two WTIVs scheduled for delivery in Q3/2024 and Q2/2025, and two wind foundation installation vessels scheduled for delivery in Q4/2025 and Q3/2026.

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

Eneti made its debut in early 2021 as a pure-play offshore wind turbine installation vessel shipowner, after transitioning away from the dry bulk shipping sector, in which it operated under the name “Scorpio Bulkers”. The company currently operates a market-leading fleet of five WTIVs through its wholly-owned subsidiary, Seajacks UK Limited, which it acquired in 2021. Additionally, it has two WTIVs scheduled for delivery in Q4/2024 and Q2/2025.

Upon delivery of the six vessels under construction and disposition of the 3 non-core assets, the combined company will consist of 10 modern, capable, and complementary vessels.

“Our scale and our respective capabilities will create significant value at a time when offshore wind needs reliable partners and reliable solutions,” said Emanuele Lauro, Executive Chairman and CEO of Eneti said:  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.”

The combination is anticipated to deliver significant run rate annual synergies of €106m, comprising corporate and financing synergies of €18m, operational synergies of €37m and €51m through improved utilization of the combined fleets.

Cadeler’s commercial strategy currently ensures revenue until 2027 and covers operating costs.

“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,” said Mikkel Gleerup, CEO of Cadeler.

The Board of Directors of both companies have unanimously determined the combination to be in the best interest of the companies’ respective shareholders.

BW Altor and Swire Pacific, the two largest shareholders in Cadeler, have committed to vote in favor of the shareholder resolution required for the issuance of shares in Cadeler in connection with the NETI merger and have a lock-up on their shares until the extraordinary general meeting is held.

The combination is also subject to customary conditions including approval from relevant authorities.

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