Cadeler Proceeds with Tender for Eneti to Form Largest WTIV Company
Cadeler launched the tender offer today for the acquisition of Eneti in the previously announced deal that will create the largest owner-operator of wind turbine installation vessels. The companies are saying that they believe with the increasing value chain bottlenecks and challenges in the offshore wind sector, their combined scale and fleet diversity will provide the opportunity to better respond to market needs.
The tender offer is being launched after the companies reported that all antitrust and foreign direct investment regulators notified of the transaction have either cleared the transaction or confirmed they have no intention to investigate the planned merger. The tender began today with Cadeler offering the equivalent of 3.409 shares, executed through an exchange with its American Depositary Shares, for the outstanding shares of Eneti. Emanuele Lauro and other shareholders of Eneti have already committed 28.8 percent of the shares of Eneti with the deal contingent on Cadeler gaining at least 85 percent of Eneti's common stock. The offer is currently set to expire on December 7 and after completion, Cadeler intends to initiate a squeeze-out merger to resolve any untendered shares.
“More than four months after announcing this transaction, it really feels like the right combination for all stakeholders,” said Emanuele Lauro, Executive Chairman and CEO of Eneti. “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.”
Cadeler CEO Mikkel Gleerup who will continue to lead the combined company as CEO points to the opportunities from increased demand globally for projects. He notes however that the scopes of the projects and their size are getting larger which is also contributing to the increasing bottlenecks. Cadeler highlights the opportunities for the combined company saying they will have one of the largest, most diversified, and modern fleets of wind turbine and foundation installation vessels.
The combined company will continue under the Cadeler identity with its headquarters in Copenhagen, Denmark. They point to the global presence and scale of the company while saying that they expect to realize €106 million in annual synergies.
The combined group will operate four existing vessels, including Cadeler’s two high-end Windfarm Installation Vessels (WIVs), Wind Orca and Wind Osprey. Eneti acquired Seajacks of which it is currently operating five vessels. As part of the proposed merger, Eneti in July 2023, entered into an agreement to sell the Seajacks Hydra, Seajacks Leviathan, and the Seajacks Kraken for approximately $70 million with delivery expected to take place before the end of 2023.
Both companies were separately pursuing new builds with Cadeler scheduled to receive two WTIVs in Q3/2024 and Q2/2025, and two wind foundation installation vessels scheduled for delivery in Q4/2025 and Q3/2026. Eneti also has two WTIVs scheduled for delivery in Q4/2024 and Q2/2025.
After the combination is completed, they expect with the delivery of the six newbuilds scheduled for delivery from 2024 to 2026 to have a total of 10 vessels.