2023-06-16 06:45:21 ET
Cadeler ( OTCPK:CADLF ) and Eneti ( NYSE: NETI ) are merging via an all-stock business combination to create a leading offshore wind turbine and foundation installation company.
The exchange ratio is 3.409 Cadeler shares for each Eneti share. Following the completion of the exchange offer, Cadeler will own ~60% of the combined company, while Eneti shareholders will own the remaining 40%.
The combined group will be named Cadeler, and be headquartered in Copenhagen, with its shares to be listed on the NYSE, besides its current listing on the Oslo Stock Exchange.
The companies said the combination will allow them to offer the largest, diversified and modern fleet of T&I wind turbine and foundation installation vessels in the industry.
Based on the closing share prices of the two companies as of June 15, the combined company will have a pro-forma market capitalization above €1.2B.
Mikkel Gleerup, current CEO of Cadeler, will continue as CEO of the combined company and Peter Brogaard Hansen will continue as CFO.
The companies noted that the combined entity will continue to have a six-member board, of which four will be independent from the largest shareholders of Cadeler.
Cadeler board members Connie Hedegaard and David Cogman have offered to step down from Cadeler's board, effective immediately.
The merger is expected to provide annual synergies of €106M, excluding transaction and change of control cost, consisting corporate and financing savings of €18M, operational savings of €37M and €51M via improved use of the combined fleets, according to the company.
Eneti’s largest shareholder, with certain of affiliates together owning ~29% stake in Eneti, and Eneti's directors and executive officers, collectively holding ~7% Eneti's stock have entered agreements in favor of the transaction.
In addition, Cadeler's two largest shareholders, owning ~45% of the total current share capital and voting rights of Cadeler, have agreed to vote in favor of the shareholder approval to be obtained by Cadeler.
The exchange offer is expected to start in Q3 or Q4 of 2023.
The combination is expected to close in Q4, subject to regulatory approvals and other conditions.
NETI +11.77% to $13.10 premarket June 16
For further details see:
Eneti stock rises ~10% on announcing merger with Cadeler