Cadeler A/S (OSE: CADLR) (“Cadeler”) and Eneti Inc. (NYSE: NETI)
(“Eneti”), two offshore wind turbine and foundation installation
companies, announce the commencement of a share exchange offer (the
“Offer”) for all of 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. Cadeler will host a conference call on
November 8, 2023 at 9:00 a.m. ET / 3:00 p.m. CET (please see below
for webcast details).
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.
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 continue
to support the transaction on its industrial and financial
merits”.
All antitrust and foreign direct investment
regulators notified of the transactions contemplated by the
Business Combination Agreement have either cleared the transaction
or confirmed they have no intention to investigate. Cadeler will
submit an application for admission of the Cadeler ADSs to be
issued in the Offer and the Cadeler Shares underlying such Cadeler
ADSs to be listed on the New York Stock Exchange and have such
Cadeler Shares admitted to trading and listing on the Oslo Stock
Exchange following approval of an EU/EEA Listing Prospectus by the
Danish FSA after the expiration of the Offer.
Mr. Emanuele Lauro, Executive Chairman and CEO
of Eneti 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.
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. 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”. The Offer is being
made on the terms and subject to the conditions and procedures set
forth in the Prospectus/Offer to Exchange, dated November 7, 2023
(the “Prospectus/Offer to Exchange”), and in the related letter of
transmittal, together with any amendments or supplements
thereto.
Prior to completion of the Offer, the two
companies will continue to operate separately of one another.
Conference Call on November 8, 2023 at
9:00 a.m. ET / 3:00 p.m. CETCadeler will host a conference
call on November 8, 2023 at 9:00 a.m. ET / 3:00 p.m. CET.
Those wishing to listen to the call should dial
1 (877) 513-1694 (U.S.) or 1 (412)
902-4269 (International) at least 15 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 Cadeler will take no responsibility for providing updated
information.
There will also be a simultaneous live webcast
over the internet. Participants to the live webcast should register
on the website approximately 15 minutes prior to the start of the
webcast.
Please see below webcast link. The link will
also be made available on the Cadeler website.
https://edge.media-server.com/mmc/p/mpcmsd68
About Cadeler A/SCadeler 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 facilitates the global
energy transition towards a future built on renewable energy.
Cadeler is listed on the Oslo Stock Exchange (OSE: CADLR).
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. Eneti Inc. is listed on the New
York Stock Exchange (NYSE: NETI).
For further information, please contact:
Contact details for Cadeler
Point of contact for investors:
Mikkel Gleerup, CEO+45 3246 3102mikkel.gleerup@cadeler.com
Point of contact for media:
Karen Roiy, Head of Marketing & Communication+45 6020
8706karen.roiy@cadeler.com
Contact details for Eneti
James Doyle, Head of Corporate Development & Investor
RelationsTel: +1
646-432-1678Investor.Relations@Eneti-inc.com
Additional Information and Where to Find
It
Important Additional
Information Will be Filed with the SEC
Cadeler A/S (“Cadeler”) commenced an offer to
exchange all of the issued and outstanding shares of Eneti Inc.
(“Eneti”) for shares or American Depositary Shares (“ADSs”)
representing shares in Cadeler on November 7, 2023. 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 have filed or will file with the U.S. Securities and Exchange
Commission (the “SEC”). Cadeler has filed or will file with the SEC
(1) a Tender Offer Statement on Schedule TO, (2) a Registration
Statement on Form F-4 that includes an offering prospectus with
respect to the exchange offer, and (3) a Registration Statement on
Form F-6, and Eneti has filed or will file with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9, in each
case with respect to the exchange offer. 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), the solicitation/recommendation
statement 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 may
obtain copies of any document filed with the SEC by Cadeler free of
charge from Cadeler’s website at www.cadeler.com and
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.
Important Notice
This communication and the prospectus referred
to above do not constitute a prospectus as defined by Regulation
(EU) No. 2017/1129 of 14 June 2017 (the “EU/EEA Prospectus
Regulation”) and no public takeover offer is made pursuant to the
Directive 2004/25/EC of 21 April 2004 on takeover bids in
connection with the exchange offer referred to above. A prospectus
pursuant to the EU/EEA Prospectus Regulation is expected to be
published by Cadeler following completion of the Offer Period set
out herein for the purpose of admission to trading of the new
Cadeler Shares underlying the Cadeler ADSs to the Oslo Stock
Exchange. This communication does not contain all the information
that should be considered concerning the Offer and is not intended
to form the basis of any investment decision or any other decision
in respect of the proposed
transaction.
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 communication is directed only at Relevant Persons. Other
persons should not act or rely on this communication or any of its
contents. Any investment or investment activity to which this
communication relates is available only to Relevant Persons and
will be engaged in only with such persons. Solicitations resulting
from this communication will only be responded to if the person
concerned is a Relevant Person.
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
communication, including but not limited to: (i) 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, (ii) 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, (iii) general domestic and international political
conditions or hostilities, including the war between Russia and
Ukraine; (iv) the occurrence of any event, change or other
circumstance that could give rise to the termination of the
business combination agreement, (v) the effects of public health
threats, pandemics and epidemics, and the adverse impact thereof on
Eneti’s or Cadeler’s business, financial condition and results of
operations, (vi) the effect of the announcement or pendency of
the transaction on Eneti’s or Cadeler’s business relationships,
performance, and business generally, (vii) risks that the proposed
transaction disrupts current plans of Eneti or Cadeler and
potential difficulties in Eneti’s or Cadeler’s employee retention
as a result of the proposed transaction, (viii) the outcome of any
legal proceedings that may be instituted against Eneti or Cadeler
related to the business combination agreement or the proposed
transaction or as a result of the operation of their respective
businesses, (ix) the risk that Cadeler is unable to list the ADSs
to be offered as consideration, or the underlying shares in
Cadeler, on the New York Stock Exchange or the Oslo Stock Exchange,
as applicable, (x) volatility in the price of the combined
company’s securities due to a variety of factors, including changes
in the competitive markets in which the combined company plans to
operate, variations in performance across competitors, changes in
laws and regulations affecting such business and changes in the
combined capital structure, (xi) factors affecting the
duration of contracts, the actual amount of downtime and the
respective backlogs of Eneti and Cadeler, (xii) factors that reduce
applicable dayrates or contract profitability, operating hazards
inherent to offshore operations and delays, (xiii) dependency on
third parties in relation to, for example, technical, maintenance
and other commercial services, (xiv) risks associated with
operations outside the US, actions by regulatory authorities,
credit rating agencies, customers, joint venture partners,
contractors, lenders and other third parties, legislation and
regulations affecting the combined company’s operations, compliance
with regulatory requirements, violations of anti-corruption laws,
shipyard risk and timing, hurricanes and other weather conditions,
and the future price of energy commodities, (xv) the ability to
implement business plans, forecasts, and other expectations
(including with respect to synergies and financial and operational
metrics, such as EBITDA and free cash flow) after the completion of
the proposed transaction, and to identify and realize additional
opportunities, (xvi) the failure to realize anticipated benefits of
the proposed transaction, (xvii) risks related to the ability to
correctly estimate operating expenses and expenses associated with
the business combination, (xviii) risks related to the ability to
project future cash utilization and reserves needed for contingent
future liabilities and business operations, (xix) the potential
impact of announcement or consummation of the proposed transaction
on relationships with third parties, (xx) changes in law or
regulations affecting Eneti, Cadeler or the combined company, (xxi)
international, national or local economic, social or political
conditions that could adversely affect the companies and their
business, (xxii) dependency on Eneti and Cadeler’s customers,
(xxiii) volatility in demand, increased competition or reduction in
contract values, (xxiv) the risk that technological progress might
render the technologies used by each of Cadeler and Eneti obsolete,
(xxv) conditions in the credit markets that may negatively affect
the companies and their business, (xxvi) risks deriving from the
restrictive covenants and conditions relevant to Eneti and
Cadeler’s financing and their respective ability to obtain future
financing, including for remaining installations on ordered
newbuild vessels, (xxvii) risks associated with assumptions that
parties make in connection with the parties’ critical accounting
estimates and other judgements, (xxviii) the risk that Eneti and
Cadeler have a limited number of vessels and are vulnerable in the
event of a loss of revenue relating to any such vessel(s), (xxix)
risks relating to delays in, or increases in the cost of, already
ordered newbuild vessels and the risk of a failure to obtain
contracts for such newbuild vessels and (xxx) risks associated with
changes in exchange rates including the USD/NOK and USD/EUR rates.
The foregoing list of factors is not exhaustive, and the factors
identified are not set out in any particular order. There can be no
assurance that future developments affecting Eneti, Cadeler or the
combined company will be those that the companies have anticipated.
These forward-looking statements involve a number of risks,
uncertainties (some of which are beyond Eneti’s or Cadeler’s
control) or other assumptions that may cause actual results or
performance to be materially different from those expressed or
implied by these forward-looking statements or from our historical
experience and our present expectations or projects. You should
carefully consider the foregoing factors and the other risks and
uncertainties that affect the parties’ businesses, including those
described in Eneti’s Annual Report on Form 20-F, Current Reports on
Form 6-K and other documents filed from time to time by Eneti with
the SEC and those described in Cadeler’s annual reports, relevant
reports and other documents published from time to time by Cadeler.
Eneti and Cadeler wish to caution you not to place undue reliance
on any forward-looking statements, which speak only as of the date
hereof. This communication and related materials speak only
as of the date hereof and except as required by law, Eneti and
Cadeler are not undertaking any obligation to update or revise any
forward-looking statements whether as a result of new information,
future events or otherwise.
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