Offshore wind installation mega merger in the works

Cadeler’s Andreas Sohmen-Pao (left) calls it “a strategic combination.” Eneti’s Emanuele Lauro (right) is “thrilled.”

Two of the largest players in the offshore wind installation market are planning to combine. Cadeler A/S (OSE: CADLR) and Eneti Inc. (NYSE: NETI) today reported that they have entered into an agreement to combine the two companies.

They plan to achieve the combination through a stock-for-stock exchange offer to be made to all stockholders of Eneti based on an exchange ratio of 3.409 Cadeler shares for each Eneti share. Assuming all outstanding Eneti shares are exchanged for Cadeler shares in line with the offer, Cadeler shareholders will own approximately 60% of the combined company and Eneti shareholders will own approximately 40% .

The combined group will be named Cadeler. It will be headquartered in Copenhagen, Denmark, with its shares to be listed on the New York Stock Exchange in addition to its current listing on the Oslo Stock Exchange (“OSE”).

The business combination agreement has been unanimously approved by the Cadeler and Eneti boards.

Both BW Altor PTE Ltd. and Swire Pacific Limited, the two largest shareholders in Cadeler, holding approximately 30% and 15%, respectively, of the issued and outstanding share capital and voting rights, have entered into voting undertakings with a commitment to vote in favor of the shareholder resolution of Cadeler at an extraordinary general meeting required for the issuance of shares in Cadeler in connection with the Combination as well as a lock-up for their shares in Cadeler until such extraordinary general meeting has been held expected to be convened for in the near future.

Scorpio Holdings Ltd., together with certain of its affiliates holding approximately 29% of the issued and outstanding shares of Eneti, and current directors and officers of Eneti, together holding approximately 7% of the issued and outstanding shares of Eneti, have entered into tender and support agreements committing to tender their shares in the Exchange Offer, subject to the terms and conditions set out in the business combination agreement.

“This is a strategic transaction combining two leading offshore wind companies,” said Andreas Sohmen-Pao, Chairman of Cadeler. “It underpins Cadeler’s vision and capability to facilitate the renewable transition, and I support the transaction on its industrial and financial merits.”

“This combination is right for our shareholders, right for our customers, and right for our employees,” said Emanuele Lauro, executive chairman and CEO of Eneti. “We are truly thrilled to be joining forces with Cadeler. Our scale and our respective capabilities will create significant value at a time when offshore wind needs reliable partners and reliable solutions. The track record of Seajacks has been built on the tireless efforts of our shore and seagoing professionals, and we are delighted Cadeler values this legacy so dearly. The prospects for our combined companies, in the context of industry demands over the coming decade, could not be brighter.”

With wind turbines getting larger and moving further out to sea, both companies’ fleets include, or have on order, wind turbine installation vessels (WTIVs) sized to handle that challenge.

The companies say the combination will result in the largest diversified fleet owned and operated by a single pure-play offshore wind turbine and foundation installation company.

The Cadeler fleet consists of two wind turbine installation vessels (WTIVs) currently on the water, 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.

The Eneti fleet consists of five WTIVs currently on the water and two scheduled for delivery in Q4/2024 and Q2/2025. Of the five vessels on the water, three are non-core assets and subject to divestment before or after completion of the combination.

On delivery of the six vessels under construction and disposition of the three non-core assets, the combined company’s fleet will consist of 10 modern, capable, and complementary vessels.

The combination is subject to customary conditions including approval from relevant authorities. Until the combination has closed, both companies will continue operations as two separate entities. You can read more on their plans for what happens after that HERE.