Cadeler and Eneti merge to create the world’s leading shipowner of offshore wind turbines and foundation installations Ship’s crew

Cadeler A/S and Eneti Inc. have agreed to combine in a share-to-stock offering, creating the world’s leading offshore wind turbine and foundation installation shipowner.

Cadeler and Eneti shareholders will own 60% and 40% of the combined company, respectively. The combined group will be called Cadeler and will be headquartered in Copenhagen, Denmark. The shares are also listed on the NYSE in addition to the Olso Stock Exchange.

The deal brings together two companies offering the largest, most diverse and most modern fleet of wind turbine and foundation installation vessels (WTIVs) in the industry. The merger agreement has already been approved by the boards of directors of both companies.

The Cadeler fleet consists of two on-water WTIVs, two WTIVs scheduled for delivery in Q3 2024 and Q2 2025, and two wind foundation installation vessels scheduled for delivery in Q4 2025 and Q3 2026 .

“This is a strategic transaction bringing together two leading offshore wind energy companies,” said Andreas Sohmen-Pao, CEO of Cadeler. “It underscores Cadeler’s vision and ability to facilitate the transition to renewable energy and I support the transaction for its industrial and financial merits.”

Eneti debuted as a pure owner of offshore wind turbine installation vessels in early 2021 after exiting the bulk shipping sector where the company operated under the name “Scorpio Bulkers”. The Company currently operates a market leading fleet of five WTIVs through its wholly owned subsidiary Seajacks UK Limited, which it acquired in 2021. In addition, two WTIVs are scheduled for delivery in Q4 2024 and Q2 2025.

Following the delivery of the six ships under construction and the divestment of the three non-core assets, the combined company will consist of ten modern, capable and complementary ships.

“Our scale and respective capabilities will add significant value at a time when offshore wind energy requires reliable partners and dependable solutions,” said Emanuele Lauro, Executive Chairman and CEO of Eneti We are our land and sea professionals and we rejoice that Cadeler appreciates this legacy so much. The outlook for our combined businesses could not be brighter given the industry demands over the coming decade.”

The combination is expected to deliver significant annual synergies of €106 million, including €18 million in corporate and financing synergies, €37 million in operational synergies and €51 million in improved utilization of the combined fleets.

Cadeler’s commercial strategy is currently securing revenue through 2027 and covering operating costs.

“The combination will represent a significant step in our ability to meet increased global demand for projects of larger scale and project sizes in service of the much-needed green transition,” said Mikkel Gleerup, CEO of Cadeler.

The boards of both companies have unanimously determined that the merger is in the best interests of the companies’ respective shareholders.

BW Altor and Swire Pacific, Cadeler’s two largest shareholders, have agreed to vote for the shareholder resolution required for Cadeler to issue shares in connection with the NETI merger and to freeze their shares pending the EGM meeting takes place.

The merger is also subject to customary conditions, including regulatory approvals.

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