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Kursutveckling och likviditet under dagen för detta pressmeddelande

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2024-08-27 Kvartalsrapport 2024-Q2
2024-05-28 Kvartalsrapport 2024-Q1
2024-04-24 X-dag ordinarie utdelning CADLR 0.00 NOK
2024-04-23 Årsstämma 2024
2024-03-26 Bokslutskommuniké 2023
2024-02-20 Extra Bolagsstämma 2024
2023-08-29 Kvartalsrapport 2023-Q2
2023-07-14 Extra Bolagsstämma 2023
2023-04-26 X-dag ordinarie utdelning CADLR 0.00 NOK
2023-04-25 Årsstämma 2023
2023-03-28 Bokslutskommuniké 2022
2022-10-07 Extra Bolagsstämma 2022
2022-08-23 Kvartalsrapport 2022-Q2
2022-04-27 X-dag ordinarie utdelning CADLR 0.00 NOK
2022-04-26 Årsstämma 2022
2022-03-29 Bokslutskommuniké 2021
2021-11-26 Extra Bolagsstämma 2021
2021-04-30 X-dag ordinarie utdelning CADLR 0.00 NOK
2021-04-29 Årsstämma 2021
2021-04-06 Bokslutskommuniké 2020

Beskrivning

LandDanmark
ListaOB Match
SektorTjänster
IndustriShipping & Offshore
Cadeler är verksamma inom tillverkningsindustrin. Bolaget arbetar med tillverkning och utveckling av vindkraftverk. Produktportföljen är bred och inkluderar primärt tilverkning av vindkraft off-shore. Utöver huvudverksamheten erbjuds eftermarknadsservice, support, underhåll och tillhörande tjänster. Verksamhet innehas primärt på en skandinavisk nivå. Bolaget har sitt huvudkontor i Köpenhamn.
2023-11-07 15:22:10
Copenhagen, November 7, 2023: With reference to the stock exchange announcement
published by Cadeler A/S (OSE: CADLR) ("Cadeler") on June 16, 2023, regarding
the signing of a business combination agreement between Cadeler and Eneti Inc.
(NYSE: NETI) ("Eneti"), Cadeler today announces the commencement of a share
exchange offer (the "Offer") for all of the outstanding shares of common stock
of Eneti. The Offer is expected to close within Q4 2023. Cadeler will host a
conference call on November 8, 2023 at 9:00 a.m. ET / 3:00 p.m. CET (see below
for webcast details).

The Offer

The Offer is being made on the terms and subject to the conditions and
procedures set forth in the Prospectus/Offer to Exchange, dated November 7, 2023
(the "Prospectus/Offer to Exchange"), and in the related letter of transmittal,
together with any amendments or supplements thereto. The Offer is being made
pursuant to the Business Combination Agreement, dated as of June 16, 2023 (as it
may be amended from time to time, the "Business Combination Agreement"), by and
between Cadeler and Eneti. The Business Combination Agreement provides, among
other things, that Cadeler will make the Offer and, subject to the satisfaction
or waiver of certain conditions, Cadeler will accept for exchange, and promptly
thereafter exchange, shares of Eneti Common Stock validly tendered in the Offer
and not validly withdrawn. The Business Combination Agreement is more fully
described in the Prospectus/Offer to Exchange.

The combined group will be named Cadeler, and 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.

The current CEO of Cadeler Mikkel Gleerup will continue as CEO after the
combination, while Peter Brogaard Hansen will continue as CFO. Andreas
Sohmen-Pao will continue as Chairman of the Board of Directors and Emanuele
Lauro, current CEO of Eneti, will expectedly be nominated for election to the
Board of Directors as Vice Chairman shortly after the completion of the Offer.

Commenting on the transaction, Mr. 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 continue to support the transaction on its industrial and
financial merits".

Mr. Emanuele Lauro, Executive Chairman and CEO of Eneti said: "More than four
months after announcing this transaction, it really feels like the right
combination for all stakeholders. As I previously mentioned, our scale and
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".

Mr. 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. Particularly in light of
increasing value chain bottlenecks, the combined scale and fleet diversity will
unlock unrivalled value for our customers, due to increased cross-utilization of
resources and improved flexibility, capacity, and agility".

Background for the Offer

The business combination unites two companies with established track records to
offer one of the largest, most diversified and modern fleet of wind turbine and
foundation installation vessels in the industry, at a time where increasing
value chain bottlenecks drive demand for larger companies that can provide
reliable and flexible solutions.

The business combination will position Cadeler as a robust and reliable player
in the market with true global presence through scale, local presence and
complimentary industry relationships. The business combination will enable the
combined company to operate more efficiently, and target still larger and more
complex projects as requested by customers.

Cadeler's management anticipates that the business combination will deliver
annual synergies of EUR106 million, excluding transaction, change of control and
integration costs, to enable meaningful shareholder value creation.

Offer Consideration

Cadeler is offering to exchange for each outstanding share of Eneti, par value
$0.01 per share (the "Eneti Common Stock"), validly tendered and not validly
withdrawn in the Offer, 0.85225 American Depositary Shares (the "Cadeler ADSs"),
each one (1) Cadeler ADS representing four (4) shares of Cadeler, nominal value
DKK 1 per share (the "Cadeler Shares") providing for the previously agreed and
announced exchange ratio of 3.409 Cadeler Shares for each share of Eneti Common
Stock, subject to payment of cash compensation in lieu of any fractional Cadeler
ADSs, without interest and subject to reduction for any applicable withholding
taxes.

Offer Conditions

The Offer is not subject to any financing condition. The Offer is conditioned
upon, among other things, there having been validly tendered and not validly
withdrawn in accordance with the terms of the Offer a number of shares of Eneti
Common Stock that, upon the consummation of the Offer, together with any shares
of Eneti Common Stock then owned by Cadeler, would represent at least 85.01% of
the aggregate voting power of the shares of Eneti Common Stock outstanding
immediately after the consummation of the Offer. The Offer is also subject to,
and conditioned upon, the satisfaction or waiver of certain other conditions
described in the Prospectus/Offer to Exchange.

All antitrust and foreign direct investment regulators notified of the
transactions contemplated by the Business Combination Agreement have either
cleared the transaction or confirmed they have no intention to investigate.
Cadeler will submit an application for admission of the Cadeler ADSs to be
issued in the Offer and the Cadeler Shares underlying such Cadeler ADSs to be
listed on the New York Stock Exchange, and have such Cadeler Shares admitted to
trading and listing on the Oslo Stock Exchange following approval of an EU/EEA
Listing Prospectus by the Danish FSA after the expiration of the Offer.
Tender and Support Agreements

Eneti's largest shareholder, together with certain of its affiliates
collectively holding approximately 28.8% of all of the issued and outstanding
shares of Eneti Common Stock, and each of Eneti's directors and executive
officers, solely in their capacities as stockholders of Eneti, have entered into
tender and support agreements with Cadeler (the "Tender and Support
Agreements"), pursuant to which they agreed, among other things, to irrevocably
tender all of their shares of Eneti Common Stock prior to the deadline for
tendering shares of Eneti Common Stock into the Offer. The Tender and Support
Agreements are more fully described in the Prospectus/Offer to Exchange.

Withdrawal Rights

Shares of Eneti Common Stock tendered pursuant to the Offer may be withdrawn at
any time prior to 4:30 p.m., Eastern time, on December 7, 2023 (the "Expiration
Date").

Offer Period

The Offer has commenced today and will expire at 4:30 p.m., Eastern time, on the
Expiration Date, unless extended or terminated as provided in the
Prospectus/Offer to Exchange. Assuming that the conditions to the Offer are
satisfied or waived at the Expiration Date, Cadeler expects that the settlement
date will be on or about December 12, 2023.

Subsequent squeeze-out merger

Following completion of the Offer, Cadeler intends, indirectly through a wholly
owned subsidiary, to initiate a squeeze-out merger under Marshall Islands law
such that, following the merger, Eneti's business will be wholly owned by
Cadeler. The precise consideration minority Eneti stockholders will receive in
such merger may be different in form and/or value from the consideration that
they would have received had they tendered their Eneti Common Stock in the
Offer.

Indicative Timetable

The following table sets out the expected dates and times of the key events
relating to the Offer. This is an indicative timetable and is subject to change.

Event
Calendar date

Commencement of the Offer