Cadeler and Eneti led-by Emanuele Lauro merge to form a leading offshore wind turbine and foundation installation company.
The companies have struck a deal to unite Eneti and Cadeler in a new form company under the name Cadeler with its shares to be listed on the New York Stock Exchange in addition to its current listing on the Oslo Stock Exchange, with a proforma market capitalization in excess of €1.2 billion.
The deal which is subject to regulatory approval and applicable closing conditions that should be met, is expected to be completed in the fourth quarter of 2023.
The combined group will be headquartered in Copenhagen, Denmark. Cadeler shareholders will own approximately 60% and Eneti 40% of the combined company, using the share counts as of 16 June 2023, and assuming all outstanding Eneti shares are exchanged for Cadeler shares in an exchange ratio of 3.409 Cadeler shares for every Eneti share.
The proposed combination of Cadeler and Eneti unites two companies with decades of operating track records in offshore wind turbine and foundation installation.
The combined two offshore wind group will operate four vessels on water today and six large-scale new builds scheduled for delivery from 2024 to 2026.
The decision for the merger is supported by the board of directors of both Eneti and Cadeler. Specifically, at the time of the announcement shareholders holding in aggregate approximately 45% of the votes and share capital in Cadeler have undertaken to vote in favor of the shareholder approval, related to the combination to be presented at a general shareholders meeting.
Shareholders holding in aggregate approximately 36% of the votes and share capital in Eneti, have undertaken to tender their shares in the exchange offer.
The combined group will upon delivery offer its customers a fleet consisting of 10 vessels.
Currently Cadeler owns and operates two Wind Turbine Installation Vessels (WTIV). Additionally, two newbuild X class Wind Turbine Installation Vessels with deliveries scheduled for the third quarter of 2024 and the second quarter of 2025, and two F-class Wind Foundation Installation Vessel newbuilds with deliveries scheduled for fourth quarter of 2025 and third quarter of 2026.
Eneti owns and operates two WTIV’s today and have two new generation WTIV newbuilds with deliveries scheduled for the fourth quarter of 2024 and second quarter of 2025. Three non-core NG 2500X vessels currently owned by Eneti are considered for divestment before or after the completion of the combination, as Cadeler informs.
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 be nominated for election to the board of directors as Vice Chairman immediately following the completion of the combination.
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.”
Emanuele Lauro, Executive Chairman and CEO of Eneti said “the prospects for our combined companies, in the context of industry demands over the coming decade, could not be brighter”.