Earlier this year, Cadeler and Eneti decided to combine businesses to provide a comprehensive solution for offshore wind turbine and foundation installation. As the latest step, the two companies have filed the F-4 registration statement with the United States Securities and Exchange Commission (SEC) in respect of the proposed business combination.

The completion of the proposed transaction remains subject to customary closing conditions, including the approval of Eneti’s shareholders. The combination is still expected to close within the fourth quarter of 2023.

Mikkel Gleerup, CEO of Cadeler said, “We are very pleased to announce that we are proceeding according to plan with expected completion in Q4. This is a strategic combination that will unlock unrivalled value due to increased cross-utilization of resources and improved flexibility, capacity, and agility. The combination will provide customers with the largest and most diverse fleet of jack-up vessels in the industry, operated by highly skilled teams with unique expertise and track records”.

Emanuele Lauro, CEO of Eneti said, ”The combination will offer our customers a new degree of flexibility and supply certainty from a contractor with vast operating experience in the industry and access to a diverse fleet of capable assets, operated by a highly skilled team. The combination will enable the combined company to operate more efficiently, and target still larger and more complex projects as requested by customers.”

The combined group will be named Cadeler and will be headquartered in Copenhagen, Denmark, with Mikkel Gleerup continuing as CEO and Peter Brogaard Hansen continuing as CFO.

Post combination, Cadeler and Eneti shareholders will own approximately 60 per cent and 40 per cent of the combined company, respectively, using the share counts as of June 16, 2023, when the combination was first unveiled, and assuming all outstanding Eneti shares are exchanged for Cadeler shares in an exchange ratio of 3.409 Cadeler shares for every Eneti share.

The business agreement combination is unanimously supported by the Board of Directors of both Eneti and Cadeler. Upon regulatory approval, the shareholders of Eneti will receive the tender offer.

Prior to the closing of the proposed business combination, the two companies will remain entirely separate, operating independently of one another.