The companies said the merged entity will be named Cadeler, headquartered in Copenhagen and listed on both the New York Stock Exchange and Oslo Stock Exchange. Cadeler will have the largest fleet of wind turbine transport and installation (T&I) vessels owned by a pure-play company.
The merger takes the form of a stock-for-stock deal, with Eneti shareholders offered 3.409 Cadeler shares per Eneti share, leaving Eneti shareholders with around 40% of the merged entity. The deal has been unanimously agreed by board members of both companies and is subject to customary conditions.
Significant shareholders in both companies have signalled their support for the merger.
Andreas Sohmen-Pao, chairman of Cadeler said: “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.”
Emanuele Lauro, executive chairman and CEO of Eneti said: “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.”
The companies expect annual operational synergies of €37m, corporate and financing synergies of €18m and €51m in synergies through improved utilisation of the combined fleet for a total of €106m in synergies, excluding merger costs.
Cadeler has a fleet of two wind turbine installation vessels (WTIVs) 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.
Eneti has a fleet of five WTIVs on the water and two WTIVs scheduled for delivery in Q4 2024 and Q2 2025. Three of its five vessels on the water are marked as non-core assets for divestment before or after the merger.
The delivered and divested fleet will therefore be 10 vessels.
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.”
Gleerup will continue as CEO of the combined company, with Peter Brogaard Hansen continuing as CFO.
Post-merger, the company aims to maintain a six-member board, four of which will be independent of Cadeler's largest shareholders; two new directors are designated for nomination and election based on proposals from Eneti.
Sohmen-Pao will continue as chairman of the Board and Lauro, current CEO of Eneti, will be nominated for election to the board as vice chairman immediately following the merger.
Cadeler board members Connie Hedegaard and David Cogman have offered to step down from Cadeler’s board with immediate effect to facilitate the merger.
The Exchange Offer is expected to commence in the third or fourth quarter of 2023 and close in the fourth quarter 2023.
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