Offshore wind installation major in the making
Cadeler and Eneti have seen the need for a comprehensive solution for the offshore wind turbine and foundations installation and have jumped on the opportunity to combine their businesses. In the business combination, a stock-for-stock exchange offer will 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 in addition to its current listing on the Oslo Stock Exchange. The combined group will be headquartered in Copenhagen, Denmark. Post combination, Cadeler and Eneti shareholders will own approximately 60 per cent and 40 per cent of the combined company, respectively.
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 utilisation of resources and improved flexibility, capacity, and agility.”
A pure-play major
The combined group is to be dual listed on NYSE and OSE with a proforma market capitalisation 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 agreement is unanimously supported by the Board of Directors of both Eneti and Cadeler.
At the time of the business combination announcement shareholders holding in aggregate approximately 45 percent of the votes and share capital in Cadeler have undertaken to vote in favour of the shareholder approval related to the combination to be presented at a general shareholders meeting. Shareholders holding in aggregate approximately 36 per cent of the votes and share capital in Eneti, have undertaken to tender their shares in the exchange offer.
The completion of the combination is subject to customary closing conditions, including approval of the share issuance by the shareholders of Cadeler at a general shareholders meeting and the acceptance of the exchange offer by the stockholders of Eneti, respectively, and to customary regulatory approvals from all relevant authorities. Upon regulatory approval and applicable closing conditions being met, completion is currently expected in the fourth quarter of 2023.
Large, global and agile fleet
The combined group will upon delivery offer its customers a fleet consisting of 10 modern, capable, and complementary vessels. The effective operational homogeneity of the fleet will allow for substitution opportunities and increased vessel utilisation. This will further strengthen the ability to service customers, continuously pushing the project boundaries in size and complexity to accelerate the green transition.
Cadeler currently owns and operates two Wind Turbine Installation Vessels (WTIV). Additionally, two newbuild X class Wind Turbine Installation Vessels (WTIV) with deliveries scheduled for Q3/2024 and Q2/2025, and two F class Wind Foundation Installation Vessel newbuilds (WFIV) with deliveries scheduled for Q4/2025 and Q3/2026.
Eneti owns and operates two WTIV’s today and have two new generation WTIV newbuilds with deliveries scheduled for Q4/2024 and Q2/2025. Three non-core NG 2500X vessels currently owned by Eneti are considered for divestment before or after the completion of the combination.
The flexibility and size of the combined fleet will bring numerous possibilities to increase efficiency in the market.
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 completion of the combination.