Offshore wind turbine installation and services companies Cadeler and Eneti have agreed to merge in an all-stock deal that gives the combined entity a proforma market capitalisation of over €1.2bn.
Under the terms of the agreement, all shares of Monaco-based Eneti will be exchanged for Cadeler shares in an exchange ratio of 3.409 Cadeler shares for every share of the former.
The merger agreement is being unanimously backed by the boards of directors of both companies.
Following the closing of the deal, shareholders of the Denmark-based Cadeler will own nearly 60% of the combined company based on the share counts as of 16 June 2023. The remaining 40% stake will be held by shareholders of Eneti.
Upon the completion of the merger, the enlarged offshore wind turbine and foundation installation company will operate as Cadeler with Copenhagen as headquarters. It will be dual listed on New York Stock Exchange (NYSE) and the Oslo Stock Exchange (OSE).
Eneti executive chairman and CEO Emanuele Lauro said: “This combination is right for our shareholders, right for our customers, and right for our employees. 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.”
Currently, the combined company is expected to operate four offshore vessels, with six large-scale new vessels projected to be delivered between 2024 and 2026.
Cadeler specialises in offshore wind installation, operation, maintenance, and decommissioning.
The company was founded in 2008 as Blue Ocean Ships, and in 2010 it was renamed Swire Blue Ocean. It was separated from Swire Group in October 2020 and became an independent entity through an initial public offering (IPO) and has been operating as Cadeler since then.
Eneti and its partner subsidiary, Seajacks, focus on marine-based clean energy through the installation of offshore commercial wind turbine generators.
The company has a fleet of five wind turbine installation vessels (WTIVs) and two additional vessels are currently under construction.
According to Cadeler, the merged firm will provide customers with access to the industry’s largest, most diversified, and contemporary fleet of next-generation offshore windfarm installation vessels.
Cadeler CEO said Mikkel Gleerup: “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.”
Subject to customary conditions, Cadeler and Eneti shareholders’ approval and customary regulatory approvals, the merger deal is expected to be complete in Q4 2023.
