Cadeler and Eneti to Combine to Become Offshore Wind Industry’s “Largest, Most Diverse and Modern Fleet of Next-Generation Offshore Windfarm Installation Vessels”

Cadeler A/S and Eneti Inc. have announced that they have entered into a business combination agreement to create the preferred partner for the offshore wind industry with a strengthened value proposition to their customers through a stock-for-stock exchange offer to be made to all shareholders of Eneti. The combined company will be named Cadeler 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 proposed combination of Cadeler and Eneti unites two companies with decades of operating track records in offshore wind turbine and foundation installation. The combined group will offer customers access to the industry’s largest, most diverse and modern fleet of next-generation offshore windfarm installation vessels.

The two Seajack’s vessels included in the merger

The combination will position Cadeler as a robust and reliable player in the market with a true global presence through scale, a complimentary fleet, and deep industry relationships which will enable the company to target still larger and more complex projects in response to consistent customer demand. The combined group will operate four vessels on water today and six large-scale state-of-the-art new builds scheduled for delivery from 2024 to 2026.

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”.

Nessie and Siren the two NG-16000X vessels on order by Eneti for Seajacks

The combined group is to be dual listed on NYSE and OSE with a proforma market capitalization in excess of €1.2 billion. This will make the company a leading listed pure-play company in the industry globally. Post combination, Cadeler expects to be increasingly well positioned for heightened investor attention, enhanced trading liquidity and improved coverage by analysts to the benefit of all shareholders. 

Andreas Sohmen-Pao, Chairman at Cadeler commented: “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”.

The combined group will be named Cadeler, and be headquartered in Copenhagen, Denmark. Post combination, Cadeler and Eneti shareholders will own approximately 60% and 40% of the combined company, respectively, 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.

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 significant discount to equivalent organic growth from additional newbuilding orders and will generate accretive cash flows.

The announcement is unanimously supported by the Board of Directors of both Eneti and Cadeler.

The three non-core NG-2500X vessels currently owned by Eneti are considered for divestment before or after the completion of the combination.

It is envisaged that the 3 NG-2500X jackup vessels,  Seajacks Hydra, Seajacks Leviathan and Seajacks Kraken, in the current Seajacks fleet will not be added into the new combined fleet.

Featured Title photograph

The O-class vessels Wind Orca and Wind Osprey with the new purpose-built X-class and F-class vessels on order for delivery in 2024 through to 2026

Source Cadeler and Eneti