Cadeler and Eneti have publicly filed a F-4 registration statement with the United States Securities and Exchange Commission (SEC) in respect of their proposed merger.
The completion of the proposed transaction remains subject to customary closing conditions, including the approval of Eneti’s shareholders.
The merger is expected to close within Q4 2023.Mikkel Gleerup (pictured), chief executive 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-utilisation 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, chief executive 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 chief executive and Peter Brogaard Hansen continuing as chief financial officer.
Post merger, 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.
The merger 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 closing of the proposed business combination, the two companies will remain entirely separate, operating independently of one another.