Cadeler A/S (OSE: CADLR) has announced the launch of a share exchange offer for all outstanding shares of common stock of Eneti (NYSE: NETI), part of a transaction that will result in the formation of the world’s top owner of offshore wind turbine and foundation installation vessels.
The offer is in line with the agreement announced in June to merge the companies through a stock-for-stock exchange offer.
Cadeler said the expected closing of the offer is within Q4 2023. Upon closing, Cadeler and Eneti shareholders will own 60% and 40% of the combined company, respectively.
The combined group will operate under the name Cadeler and will be headquartered in Copenhagen, Denmark. In addition to its current listing on the Oslo Stock Exchange, Cadeler shares will also be listed on the New York 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. Cadeler’s fleet currently consists of two WTIVs, with two more scheduled for delivery in 2024 and 2025. It also has two wind foundation installation vessels scheduled for delivery in 2025 and 2026.
Eneti made its debut in early 2021 as a shipowner specializing in offshore wind turbine installation vessels (WTIVs). Prior to this, the company operated in the dry bulk shipping sector under the name “Scorpio Bulkers”. Currently, Eneti owns a market-leading fleet of five WTIVs through its wholly-owned subsidiary, Seajacks UK Limited, which it acquired in 2021. The company has another two WTIVs under construction with delivery expected in 2024 and 2025.
On a fully delivered basis, Cadeler’s fleet will consist of 10 modern and capable offshore wind installation vessels (this includes the planned sale of 3 non-core assets).
After the combination, Mikkel Gleerup will continue as CEO of Cadeler, while Peter Brogaard Hansen will remain as CFO. Andreas Sohmen-Pao will continue as Chairman of the Board of Directors, and Emanuele Lauro, the current CEO of Eneti, is expected to be nominated for election as Vice Chairman of the Board of Directors.
All antitrust and foreign direct investment regulators have either cleared the transaction or confirmed no intention to investigate.
“More than four months after announcing this transaction, it really feels like the right combination for all stakeholders. Our scale and respective capabilities will create significant value at a time when offshore wind needs reliable partners and solutions,” said Lauro.
Cadeler expects annual synergies of €106 million from the business combination.
Cadeler says the flexibility and size of the combined fleet will bring efficiency and revenue certainty through 2027, along with coverage of operating costs. The company will also benefit from servicing existing partners, high tender activity, and a growing market for offshore wind.
Mikkel Gleerup, CEO of Cadeler, believes the combination of their company will enhance their ability to meet the growing demand for larger projects in support of the 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,” said Gleerup. “Particularly in light of increasing value chain bottlenecks, the combined scale and fleet diversity will unlock unrivaled value for our customers, due to increased cross-utilization of resources and improved flexibility, capacity, and agility.”
Until the completion of the offer, the two companies will continue to operate separately.
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