Cadeler A/S (OSE: CADLR) ("Cadeler") and Eneti Inc. (NYSE: NETI) ("Eneti"), two
offshore wind turbine and foundation installation companies, announce today that
they have entered into a business combination agreement to combine (the
"Combination") through a stock-for-stock exchange offer to be made to all
stockholders of Eneti based on an exchange ratio of 3.409 Cadeler shares for
each Eneti share (the "Exchange Offer").
Following the completion of the Exchange Offer, Cadeler and Eneti shareholders
will own approximately 60% and 40% of the combined company, respectively, on the
basis of the share counts for each of Cadeler and Eneti as at 16 June 2023 and
assuming all outstanding Eneti shares are exchanged for Cadeler shares in the
Exchange Offer.
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 ("NYSE") in
addition to its current listing on the Oslo Stock Exchange ("OSE").
The business combination agreement has been unanimously approved by the Board of
Directors of each of Cadeler and Eneti.
Eneti's largest shareholder, together with certain of its affiliates
collectively holding approximately 29% of all of the issued and outstanding
shares of common stock in Eneti, and directors and executive officers of Eneti,
collectively holding approximately 7% of the issued and outstanding shares of
common stock in Eneti, have entered into tender and support agreements in favor
of the Combination. In addition, Cadeler's two largest shareholders, together in
aggregate currently owning approximately 45% of the total current share capital
and voting rights of Cadeler, have entered into voting undertakings to vote in
favor of the shareholder approval to be obtained by Cadeler.
Commenting on the Combination, 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 support the transaction on its industrial and financial
merits".
Mr. Emanuele Lauro, Executive Chairman and CEO of Eneti said: "This combination
is right for our shareholders, right for our customers, and right for our
employees. We are truly thrilled to be joining forces with Cadeler. Our scale
and our 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".
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. For customers, the
combined fleet will unlock unrivalled value due to increased cross-utilization
of resources and improved flexibility, capacity, and agility".
Combination rationale
Compelling strategic logic
The Combination unites two companies with decades of operating track records to
offer the largest, most diversified and modern fleet of T&I wind turbine and
foundation installation vessels in the industry. The Combination will position
Cadeler as a robust and reliable player in the market with a true global
presence through scale, a complementary fleet, and deep industry relationships.
The Combination will enable the combined company to operate more efficiently,
and target still larger and more complex projects as requested by customers.
The Combination is subject to customary conditions including approval from
relevant authorities. Until the Combination has closed, both companies will
continue operations as two separate entities.
Meaningful value creation and synergy potential
The Combination is anticipated to deliver significant run rate annual synergies
of EUR106m, excluding transaction and change of control cost, comprising corporate
and financing synergies of EUR18m, operational synergies of EUR37m and EUR51m through
improved utilization of the combined fleets. While the cost synergies are
expected to be frontloaded, the targeted utilization synergies are expected to
be generated as the newbuilds enter into operation. To facilitate the completion
of the Combination, Cadeler will in connection with amendments to its existing
financing arrangements increase its total available debt financing facilities
including for general corporate and working capital purposes and in addition
hereto obtain a credit approved financing commitment to refinance the long-term
debt obligation for the combined company's fleet on the water at attractive
terms, subject to completion of the Combination and definitive documentation.
Unique next generation fleet is in high demand
The Combination will result in the largest diversified fleet owned and operated
by a single pure-play offshore wind turbine and foundation installation company.
The Cadeler fleet consists of 2 wind turbine installation vessels ("WTIV"s)
currently on the water, 2 WTIVs scheduled for delivery in Q3/2024 and Q2/2025,
and 2 wind foundation installation vessels scheduled for delivery in Q4/2025 and
Q3/2026.
The Eneti fleet consists of 5 WTIVs currently on the water and 2 WTIVs scheduled
for delivery in Q4/2024 and Q2/2025. Of the 5 vessels on the water, 3 of the
vessels are non-core assets and subject to divestment before or after completion
of the Combination.
Upon delivery of the 6 vessels under construction and disposition of the 3
non-core assets, the combined company will consist of 10 modern, capable, and
complementary vessels. The effective operational homogeneity of the fleet will
allow for substitution opportunities and increased vessel utilization.
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 client base
and benefit from high tender activity and a growing market.
Attractive valuation relative to newbuild option
Cadeler and Eneti negotiated the terms of the Exchange Offer, and specifically
the pro-forma ownership of the combined company, using customary valuation
metrics for the respective enterprises on a standalone basis. For both Cadeler
and Eneti, the Combination prices the resulting fleet expansion at a meaningful
discount to equivalent organic growth from additional newbuilding orders and
will generate accretive cash flows.
Improved capital market position and enhanced growth potential
Based on the closing share prices of Cadeler and Eneti as of 15 June 2023, the
combined company will have a pro-forma market capitalization above EUR1.2 billion
(based on an exchange rate of NOK/EUR 0.09 and USD/EUR 0.92) and a stronger
credit profile, which combined should enable for increased financial flexibility
to pursue an enhanced growth trajectory relative to either company's standalone
position.
As a result of a greater market capitalization and dual listing on OSE and NYSE,
the combined company expects to be well positioned for increased investor
attention, enhanced trading liquidity, inclusion in new stock indices and
improved research coverage to the benefit of all shareholders.
Leadership team, board composition and headquarters
Mikkel Gleerup, current CEO of Cadeler, will continue as CEO of the combined
company and Peter Brogaard Hansen will continue as CFO of the combined company.
Following satisfaction of all conditions to the completion of the Exchange
Offer, it will be proposed for approval by the shareholders of Cadeler that the
combined company will continue to have a six-member Board of Directors, of which
four will be independent from the largest shareholders of Cadeler. Two new
directors for the combined company will initially be designated for nomination
and election to the Board of Directors of Cadeler based on proposals from Eneti.
Andreas Sohmen-Pao will continue as Chairman of the Board of Directors and
Emanuele Lauro, current CEO of Eneti, will be nominated for election to the
Board of Directors as Vice Chairman immediately following completion of the
Exchange Offer.
To facilitate the anticipated board composition following the successful
completion of the Exchange Offer, Cadeler board members Connie Hedegaard and
David Cogman have offered to step down from Cadeler's Board of Directors with
immediate effect. The Chairman of Cadeler, Andreas Sohmen-Pao, has expressed his
gratitude to both Connie Hedegaard and David Cogman for their services on the
board and their support of the Combination.
The combined company will be headquartered in Copenhagen, Denmark, and will
maintain a significant presence in the United Kingdom. An integration committee
comprising of Cadeler and Eneti representatives will be established to oversee
the integration process to ensure a successful combination and fair treatment of
all employees.
Board recommendation and shareholder support
The Board of Directors of each of Cadeler and Eneti have unanimously determined
the Combination to be in the best interest of the companies' respective
shareholders. The Eneti Board of Directors has undertaken to recommend to its
shareholders that they tender their Eneti shares in the Exchange Offer.
Both BW Altor PTE. Ltd. and Swire Pacific Limited, the two largest shareholders
in Cadeler holding approximately 30% and 15%, respectively, of the issued and
outstanding share capital and voting rights of Cadeler, have entered into voting
undertakings with a commitment to vote in favor of the shareholder resolution of
Cadeler at an extraordinary general meeting required for the issuance of shares
in Cadeler in connection with the Combination as well as a lock-up for their
shares in Cadeler until such extraordinary general meeting has been held
expected to be convened for in the near future.
Scorpio Holdings Ltd., together with certain of its affiliates holding
approximately 29% of the issued and outstanding shares of Eneti, and current
directors and officers of Eneti, together holding approximately 7% of the issued
and outstanding shares of Eneti, have entered into tender and support agreements
committing to tender their shares in the Exchange Offer, subject to the terms
and conditions set out in the business combination agreement.
Combination overview
o The transaction is structured as a voluntary conditional registered exchange
offer to the stockholders of Eneti, to be initiated by Cadeler with an exchange
ratio of 3.409 Cadeler shares for each Eneti share.
o Based on Cadeler's share price of NOK 47.68 per share (as at the close of
trading on 15 June 2023) and an exchange rate of NOK/USD 0.10, the proposed
Combination would value each outstanding Eneti share at approximately $15.44 and
the fully diluted share capital of Eneti at approximately $597 million.
o The Cadeler shares are currently expected to be delivered to Eneti
shareholders in the form of American Depositary Shares representing Cadeler
shares.
o Upon completion of the Combination, Cadeler and Eneti shareholders will own
approximately 60% and 40% of the combined company, respectively, on the basis of
the 197,600,000 shares outstanding for Cadeler and 38,647,119 shares outstanding
for Eneti (including the expected acceleration of restricted shares under
Eneti's equity incentive plan) as at 16 June 2023 and assuming all outstanding
Eneti shares are exchanged for Cadeler shares in the Combination.
o In addition, if, following completion of the Exchange Offer, Cadeler has
acquired or controls at least 85.01% of the issued and outstanding Eneti shares
and voting rights (or such lower threshold as Cadeler may determine, in its sole
discretion) and no other legal impediment to a squeeze-out merger exists,
Cadeler intends, indirectly through a wholly-owned subsidiary, to initiate a
squeeze-out merger under Marshall Islands law such that, following the merger,
Eneti will be a wholly owned subsidiary of Cadeler. The precise consideration
minority Eneti shareholders may receive in such merger may be different in form
and/or value from the consideration that they would have received had they
tendered their Eneti shares in the Exchange Offer.
o Cadeler moreover intends to eliminate companies in the Eneti group structure
incorporated in any jurisdiction on the EU's list of non-cooperative
jurisdictions for tax purposes, as adopted by the Counsel of EU as of 21
February 2023 in due course following completion of the Combination and to the
extent feasible from a legal perspective.
o The Combination is subject to customary closing conditions, including amongst
others shareholder approval of an authorisation to the Board of Directors of
Cadeler to issue new Cadeler shares in the Exchange Offer to be adopted by a 2/3
majority of share capital and voting rights represented at an extraordinary
shareholders meeting of Cadeler and acceptance of the proposed tender offer by
at least 85.01% of all outstanding Eneti shares (including the 36% of Eneti's
shares already subject to tender and support agreements), the absence of a
material adverse change, the receipt of merger clearance as well as any
applicable foreign direct investment approvals and approval for the listing of
the combined company's shares on each of the NYSE and OSE.
Indicative timetable and next steps
The offer period for the Exchange Offer will not commence until the offer and
listing documentation has been duly reviewed and, if applicable, approved by all
relevant regulatory bodies and will not conclude prior to the registration with
the U.S. Securities and Exchange Commission of the Cadeler shares (or American
Depositary Shares representing Cadeler shares) to be offered for exchange.
The Exchange Offer is expected to commence in the third or fourth quarter of
2023.
The Combination is currently expected to close in Q4 2023 subject to regulatory
approvals and applicable conditions being met.
Contact details Cadeler
For additional information, visit www.cadeler.com or email
InvestorRelations@cadeler.com
Point of contact for investors:
Mikkel Gleerup, CEO
+45 3246 3102
mikkel.gleerup@cadeler.com
Point of contact for media:
Christian Grønning, Partner Geelmuyden Kiese
+45 2763 0755
Christian.groenning@gknordic.com
Contact details Eneti
For additional information, visit www.eneti-inc.com or email
Investor.Relations@Eneti-inc.com
James Doyle, Head of Corporate Development & Investor Relations
Tel: +1 646-432-1678
Investor.Relations@Eneti-inc.com
Advisors
DNB Markets, a part of DNB Bank ASA, is acting as financial advisor to Cadeler.
Gorrissen Federspiel Advokatpartnerselskab, Davis Polk & Wardwell London LLP,
Advokatfirmaet Thommessen AS and Campbell Johnston Clark are serving as legal
counsels to Cadeler.
Perella Weinberg Partners LP is serving as financial advisor to Eneti.
Seward & Kissel LLP, CMS Cameron McKenna Nabarro Olswang LLP and Bech-Bruun
advokatpartnerselskab are serving as legal counsels to Eneti in connection with
the Combination.
Conference call
To present the Combination, Cadeler and Eneti will host a joint conference call
on 16 June 2023 at
- 3:00 p.m. CEST / 9:00 a.m. EST
Please see below Microsoft Teams Live Meeting link. The link will also be made
available on both the Cadeler and Eneti websites.
Webcast registration conference call at 3:00 p.m. CEST / 9:00 a.m. EST:
https://teams.microsoft.com/l/meetup-join/19%3ameeting_NDEwNTQwNDMtYWJlMi00YzAwL
Tk2Y2ItZTU2ZmRmZTk1OTZm%40thread.v2/0?context=%7B%22Tid%22%3A%224cbfea0a-b872-47
f0-b51c-1c64953c3f0b%22%2C%22Oid%22%3A%22e6df3138-b416-457f-b6c1-5f3ce7a36ee7%22
%2C%22IsBroadcastMeeting%22%3Atrue%2C%22role%22%3A%22a%22%7D&btype=a&role=a
Those wishing to listen to the call should connect at least 5 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 the
Company will take no responsibility for providing updated information.
An investor presentation will be made available on the respective company
websites.
About Cadeler A/S
Cadeler A/S is a key supplier within the offshore wind industry for installation
services and marine and engineering operations with a strong focus on safety and
the environment. Cadeler's experience as provider of high-quality offshore wind
support services, combined with innovative vessel designs, positions the company
to deliver premium services to the industry. Cadeler owns and operates 2 turbine
installation vessels with delivery of additional 2 turbine installation vessel
and 2 foundation installation vessels during 2024-2026. Cadeler is headquartered
in Denmark and employes around 250 people. Cadeler is listed on the Oslo Stock
Exchange (OSE: CADLR). For more information about Cadeler, visit
www.cadeler.com.
About Eneti Inc.
Eneti Inc. is a leading provider of installation and maintenance vessels to the
offshore wind sector and has invested in the next generation of wind turbine
installation vessels. The Company is listed on the New York Stock Exchange under
the ticker symbol NETI. Additional information about the Company is available on
the Company's website: www.eneti-inc.com.
Additional Information and Where to Find It
Important Additional Information Will be Filed with the SEC
This communication is not a prospectus but relates to the proposed business
combination of Cadeler and Eneti, which will include an offer by Cadeler to
exchange all of the issued and outstanding shares of Eneti for shares or
American Depositary Shares ("ADSs") representing shares in Cadeler. The exchange
offer has not yet commenced. This communication is for informational purposes
only and is neither an offer to purchase nor a solicitation of an offer to sell
shares, nor is it a substitute for any offer materials that Cadeler or Eneti may
file with the U.S. Securities and Exchange Commission (the "SEC"). Prior to the
commencement of the exchange offer, Cadeler will file (1) a Registration
Statement on Form F-4 that will include an offering prospectus with respect to
the shares/ADSs to be offered in the exchange offer, (2) a Registration
Statement on Form F-6 to register any ADSs to be offered as consideration
pursuant to the terms of the offer and (3) a Tender Offer Statement on Schedule
TO, and Eneti will file a Solicitation/Recommendation Statement on Schedule
14D-9, in each case with respect to the exchange offer. Should Cadeler and Eneti
proceed with the proposed transaction, such formal decision is conditional on
approval of a prospectus approved in accordance with Regulation (EU) No.
2017/1129 of 14 June 2017 (the "Prospectus Regulation") or a document that
satisfies the exemptions in article 1, paragraph 4, subparagraph m and paragraph
5, subparagraph e of the Prospectus Regulation, by the Danish Financial
Supervisory Authority (the Danish FSA). This communication does not contain all
the information that should be considered concerning the proposed transaction
and is not intended to form the basis of any investment decision or any other
decision in respect of the proposed transaction. INVESTORS AND STOCKHOLDERS ARE
URGED TO READ THE REGISTRATION STATEMENT/PROSPECTUS, THE EXCHANGE OFFER
MATERIALS (INCLUDING THE OFFER TO EXCHANGE, A RELATED LETTER OF TRANSMITTAL AND
CERTAIN OTHER EXCHANGE OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION
STATEMENT, IF AND WHEN THEY BECOME AVAILABLE, AND ANY OTHER DOCUMENTS FILED BY
EACH OF CADELER AND ENETI WITH THE SEC, OR APPROVED BY THE DANISH FSA, IN
CONNECTION WITH THE PROPOSED BUSINESS COMBINATION (INCLUDING THE EXCHANGE OFFER)
OR INCORPORATED BY REFERENCE THEREIN CAREFULLY AND IN THEIR ENTIRETY AS THESE
DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT CADELER, ENETI, THE PROPOSED
TRANSACTION AND RELATED MATTERS THAT HOLDERS OF THE COMPANY'S SECURITIES SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING EXCHANGING THEIR SECURITIES.
Investors and stockholders will be able to obtain the registration
statement/prospectus, the exchange offer materials (including the offer to
exchange, a related letter of transmittal and certain other exchange offer
documents), and the solicitation/recommendation statement, if and when they
become available, and other documents filed with the SEC by Cadeler and Eneti at
no cost to them through the website maintained by the SEC at www.sec.gov. In
addition, investors and stockholders will be able to obtain copies of any
document filed with the SEC by Cadeler free of charge from Cadeler's website at
www.cadeler.com, copies of any document filed with the SEC by Eneti free of
charge from Eneti's website at www.eneti-inc.com. The contents of this
communication should not be construed as financial, legal, business, investment,
tax or other professional advice. Each recipient should consult with its own
professional advisors for any such matter and advice.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell
or the solicitation of an offer to subscribe for, exchange or buy or an
invitation to purchase, exchange or subscribe for any securities or the
solicitation of any vote in any jurisdiction pursuant to the proposed
transaction or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction, in each case in contravention of applicable law.
No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act and applicable European or UK,
as appropriate, regulations. Subject to certain exceptions to be approved by the
relevant regulators or certain facts to be ascertained, the public offer will
not be made directly or indirectly, in or into any jurisdiction where to do so
would constitute a violation of the laws of such jurisdiction, or by use of the
mails or by any means or instrumentality (including without limitation,
facsimile transmission, telephone and the internet) of interstate or foreign
commerce, or any facility of a national securities exchange, of any such
jurisdiction.
This communication is addressed to and directed only at, persons who are outside
the United Kingdom or, in the United Kingdom, at authorised or exempt persons
within the meaning of the Financial Services and Markets Act 2000 or persons who
have professional experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"), persons falling within Article 49(2)(a) to
(d) of the Order or persons to whom it may otherwise lawfully be communicated
pursuant to the Order, (all such persons together being referred to as,
"Relevant Persons"). This presentation is directed only at Relevant Persons.
Other persons should not act or rely on this presentation or any of its
contents. Any investment or investment activity to which this presentation
relates is available only to Relevant Persons and will be engaged in only with
such persons. Solicitations resulting from this presentation will only be
responded to if the person concerned is a Relevant Person.
Market Data
Information provided herein as it relates to the market environment in which
each of Cadeler and Eneti operate or any market developments or trends is based
on data and reports prepared by third parties and/or Cadeler or Eneti based on
internal information and information derived from such third-party sources.
Third party industry publications, studies and surveys generally state that the
data contained therein have been obtained from sources believed to be reliable,
but that there is no guarantee of the accuracy or completeness of such data.
Forward-Looking Statements
This communication includes forward-looking statements within the meaning of the
federal securities laws (including Section 27A of the United States Securities
Act of 1933, as amended, the "Securities Act") with respect to the proposed
transaction between Eneti and Cadeler, including statements regarding the
benefits of the transaction, the anticipated timing of the transaction, the
products and services offered by Eneti and Cadeler and the markets in which they
operate, and Eneti's and Cadeler's projected future financial and operating
results. These forward-looking statements are generally identified by
terminology such as "believe," "may," "will," "potentially," "estimate,"
"continue," "anticipate," "intend," "could," "would," "should," "project,"
"target," "plan," "expect," or the negatives of these terms or variations of
them or similar terminology. The absence of these words, however, does not mean
that the statements are not forward-looking. These forward-looking statements
are based upon current expectations, beliefs, estimates and assumptions that,
while considered reasonable as and when made by Eneti and its management, and
Cadeler and its management, as the case may be. Such forward-looking statements
are subject to risks, uncertainties, and other factors that could cause actual
results to differ materially from those expressed or implied by such
forward-looking statements. New risks and uncertainties may emerge from time to
time, and it is not possible to predict all risks and uncertainties. Neither
Eneti nor Cadeler undertake any obligation to update any such statements in
light of any future event or circumstance, or to conform such statements to
actual results. Past performance should not be relied upon, and is not, a
guarantee of future performance.
Many factors could cause actual future events to differ materially from the
forward-looking statements in this presentation, including but not limited to:
the risk that the transaction may not be completed in a timely manner or at all,
which may adversely affect the price of Eneti's and Cadeler's securities, the
failure to satisfy the conditions to the consummation of the transaction,
including the acceptance of the proposed exchange offer by the requisite number
of Eneti shareholders and the receipt of certain governmental and regulatory
approvals, general domestic and international political conditions or
hostilities, including the war between Russia and Ukraine