Cadeler A/S and Eneti Inc., two offshore wind turbine and foundation installation companies, have announced the commencement of a share exchange offer for all 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.
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.
Sohmen-Pao 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.”
Lauro 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.
Gleerup 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.”
Prior to completion of the offer, the two companies will continue to operate separately of one another.