Cadeler A/S (OSE: CADLR) (“Cadeler”) and Eneti Inc. (NYSE: NETI)
(“Eneti”), two offshore wind turbine and foundation installation
companies, announce today that they have entered into a business
combination agreement to combine (the
"
Combination") through a stock-for-stock exchange
offer to be made to all stockholders of Eneti based on an exchange
ratio of 3.409 Cadeler shares for each Eneti share (the
“
Exchange Offer”).
Following the completion of the Exchange Offer,
Cadeler and Eneti shareholders will own approximately 60% and 40%
of the combined company, respectively, on the basis of the share
counts for each of Cadeler and Eneti as at 16 June 2023 and
assuming all outstanding Eneti shares are exchanged for Cadeler
shares in the Exchange Offer.
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 (“NYSE”) in
addition to its current listing on the Oslo Stock Exchange
(“OSE”).
The business combination agreement has been
unanimously approved by the Board of Directors of each of Cadeler
and Eneti.
Eneti’s largest shareholder, together with
certain of its affiliates collectively holding approximately 29% of
all of the issued and outstanding shares of common stock in Eneti,
and Eneti’s directors and executive officers, collectively holding
approximately 7% of the issued and outstanding shares of common
stock in Eneti, have entered into tender and support agreements in
favor of the Combination. In addition, Cadeler’s two largest
shareholders, together in aggregate currently owning approximately
45% of the total current share capital and voting rights of
Cadeler, have entered into voting undertakings to vote in favor of
the shareholder approval to be obtained by Cadeler.
Commenting on the Combination, 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 support the transaction
on its industrial and financial merits.”
Mr. Emanuele Lauro, Executive Chairman
and CEO of Eneti 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. 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. For customers, the combined fleet will
unlock unrivalled value due to increased cross-utilization of
resources and improved flexibility, capacity, and agility.”
Combination
rationale
Compelling strategic logic
The Combination unites two companies with
decades of operating track records to offer the largest, most
diversified and modern fleet of T&I wind turbine and foundation
installation vessels in the industry. The Combination will position
Cadeler as a robust and reliable player in the market with a true
global presence through scale, a complementary fleet, and deep
industry relationships. The Combination will enable the combined
company to operate more efficiently, and target still larger and
more complex projects as requested by customers.
The Combination is subject to customary
conditions including approval from relevant authorities. Until the
Combination has closed, both companies will continue operations as
two separate entities.
Meaningful value creation and synergy
potential
The Combination is anticipated to deliver
significant run rate annual synergies of €106m, excluding
transaction and change of control cost, comprising corporate and
financing synergies of €18m, operational synergies of €37m and €51m
through improved utilization of the combined fleets. While the cost
synergies are expected to be frontloaded, the targeted utilization
synergies are expected to be generated as the newbuilds enter into
operation. To facilitate the completion of the Combination, Cadeler
will in connection with amendments to its existing financing
arrangements increase its total available debt financing facilities
including for general corporate and working capital purposes and in
addition hereto obtain a credit approved financing commitment to
refinance the long-term debt obligation for the combined company’s
fleet on the water at attractive terms, subject to completion of
the Combination and definitive documentation.
Unique next generation fleet is in high
demand
The Combination will result in the largest
diversified fleet owned and operated by a single pure-play offshore
wind turbine and foundation installation company.
The Cadeler fleet consists of 2 wind turbine
installation vessels (“WTIV”s) currently on the
water, 2 WTIVs scheduled for delivery in Q3/2024 and Q2/2025, and 2
wind foundation installation vessels scheduled for delivery in
Q4/2025 and Q3/2026.
The Eneti fleet consists of 5 WTIVs currently on
the water and 2 WTIVs scheduled for delivery in Q4/2024 and
Q2/2025. Of the 5 vessels on the water, 3 of the vessels are
non-core assets and subject to divestment before or after
completion of the Combination.
Upon delivery of the 6 vessels under
construction and disposition of the 3 non-core assets, the combined
company will consist of 10 modern, capable, and complementary
vessels. The effective operational homogeneity of the fleet will
allow for substitution opportunities and increased vessel
utilization.
The Cadeler commercial strategy to-date provides
a degree of revenue certainty through 2027 and coverage of
operating costs. Coupled with the open days on the Eneti fleet, the
combined company will further service the existing client base and
benefit from high tender activity and a growing market.
Attractive valuation relative to
newbuild option
Cadeler and Eneti negotiated the terms of the
Exchange Offer, and specifically the pro-forma ownership of the
combined company, using customary valuation metrics for the
respective enterprises on a standalone basis. For both Cadeler and
Eneti, the Combination prices the resulting fleet expansion at a
meaningful discount to equivalent organic growth from additional
newbuilding orders and will generate accretive cash flows.
Improved capital market position and
enhanced growth potential
Based on the closing share prices of Cadeler and
Eneti as of 15 June 2023, the combined company will have a
pro-forma market capitalization above €1.2 billion (based on an
exchange rate of NOK/EUR 0.09 and USD/EUR 0.92) and a stronger
credit profile, which combined should enable for increased
financial flexibility to pursue an enhanced growth trajectory
relative to either company’s standalone position.
As a result of a greater market capitalization
and dual listing on OSE and NYSE, the combined company expects to
be well positioned for increased investor attention, enhanced
trading liquidity, inclusion in new stock indices and improved
research coverage to the benefit of all shareholders.
Leadership team, board composition and
headquarters
Mikkel Gleerup, current CEO of Cadeler, will
continue as CEO of the combined company and Peter Brogaard Hansen
will continue as CFO of the combined company.
Following satisfaction of all conditions to the
completion of the Exchange Offer, it will be proposed for approval
by the shareholders of Cadeler that the combined company will
continue to have a six-member Board of Directors, of which four
will be independent from the largest shareholders of Cadeler. Two
new directors for the combined company will initially be designated
for nomination and election to the Board of Directors of Cadeler
based on proposals from Eneti. Andreas Sohmen-Pao will continue as
Chairman of the Board of Directors and Emanuele Lauro, current CEO
of Eneti, will be nominated for election to the Board of Directors
as Vice Chairman immediately following completion of the Exchange
Offer.
To facilitate the anticipated board composition
following the successful completion of the Exchange Offer, Cadeler
board members Connie Hedegaard and David Cogman have offered to
step down from Cadeler’s Board of Directors with immediate effect.
The Chairman of Cadeler, Andreas Sohmen-Pao, has expressed his
gratitude to both Connie Hedegaard and David Cogman for their
services on the board and their support of the Combination.
The combined company will be headquartered in
Copenhagen, Denmark, and will maintain a significant presence in
the United Kingdom. An integration committee comprising of Cadeler
and Eneti representatives will be established to oversee the
integration process to ensure a successful combination and fair
treatment of all employees.
Board recommendation and shareholder
support
The Board of Directors of each of Cadeler and
Eneti have unanimously determined the Combination to be in the best
interest of the companies’ respective shareholders. The Eneti Board
of Directors has undertaken to recommend to its shareholders that
they tender their Eneti shares in the Exchange Offer.
Both BW Altor PTE. Ltd. and Swire Pacific
Limited, the two largest shareholders in Cadeler holding
approximately 30% and 15%, respectively, of the issued and
outstanding share capital and voting rights of Cadeler, have
entered into voting undertakings with a commitment to vote in favor
of the shareholder resolution of Cadeler at an extraordinary
general meeting required for the issuance of shares in Cadeler in
connection with the Combination as well as a lock-up for their
shares in Cadeler until such extraordinary general meeting has been
held expected to be convened for in the near future.
Scorpio Holdings Ltd., together with certain of
its affiliates holding approximately 29% of the issued and
outstanding shares of Eneti, and current directors and officers of
Eneti, together holding approximately 7% of the issued and
outstanding shares of Eneti, have entered into tender and support
agreements committing to tender their shares in the Exchange Offer,
subject to the terms and conditions set out in the business
combination agreement.
Combination overview
- The transaction is
structured as a voluntary conditional registered exchange offer to
the stockholders of Eneti, to be initiated by Cadeler with an
exchange ratio of 3.409 Cadeler shares for each Eneti share.
- Based on Cadeler’s
share price of NOK 47.68 per share (as at the close of trading on
15 June 2023) and an exchange rate of NOK/USD 0.10, the proposed
Combination would value each outstanding Eneti share at
approximately $15.44 and the fully diluted share capital of Eneti
at approximately $597 million.
- The Cadeler shares
are currently expected to be delivered to Eneti shareholders in the
form of American Depositary Shares representing Cadeler
shares.
- Upon completion of
the Combination, Cadeler and Eneti shareholders will own
approximately 60% and 40% of the combined company, respectively, on
the basis of the 197,600,000 shares outstanding for Cadeler and
38,647,119 shares outstanding for Eneti (including the expected
acceleration of restricted shares under Eneti’s equity incentive
plan) as at 16 June 2023 and assuming all outstanding Eneti shares
are exchanged for Cadeler shares in the Combination.
- In addition, if,
following completion of the Exchange Offer, Cadeler has acquired or
controls at least 85.01% of the issued and outstanding Eneti shares
and voting rights (or such lower threshold as Cadeler may
determine, in its sole discretion) and no other legal impediment to
a squeeze-out merger exists, Cadeler intends, indirectly through a
wholly-owned subsidiary, to initiate a squeeze-out merger under
Marshall Islands law such that, following the merger, Eneti will be
a wholly owned subsidiary of Cadeler. The precise consideration
minority Eneti shareholders may 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 shares in the
Exchange Offer.
- Cadeler moreover
intends to eliminate companies in the Eneti group structure
incorporated in any jurisdiction on the EU’s list of
non-cooperative jurisdictions for tax purposes, as adopted by the
Counsel of EU as of 21 February 2023 in due course following
completion of the Combination and to the extent feasible from a
legal perspective.
- The Combination is
subject to customary closing conditions, including amongst others
shareholder approval of an authorisation to the Board of Directors
of Cadeler to issue new Cadeler shares in the Exchange Offer to be
adopted by a 2/3 majority of share capital and voting rights
represented at an extraordinary shareholders meeting of Cadeler and
acceptance of the proposed tender offer by at least 85.01% of all
outstanding Eneti shares (including the 36% of Eneti’s shares
already subject to tender and support agreements), the absence of a
material adverse change, the receipt of merger clearance as well as
any applicable foreign direct investment approvals and approval for
the listing of the combined company’s shares on each of the NYSE
and OSE.
Indicative timetable and next steps
The offer period for the Exchange Offer will not
commence until the offer and listing documentation has been duly
reviewed and, if applicable, approved by all relevant regulatory
bodies and will not conclude prior to the registration with the
U.S. Securities and Exchange Commission of the Cadeler shares (or
American Depositary Shares representing Cadeler shares) to be
offered for exchange.
The Exchange Offer is expected to commence in
the third or fourth quarter of 2023.
The Combination is currently expected to close
in Q4 2023 subject to regulatory approvals and applicable
conditions being met.
Contact details Cadeler
For additional information, visit
www.cadeler.com or email
InvestorRelations@cadeler.com
Point of contact for investors:Mikkel Gleerup, CEO+45 3246
3102mikkel.gleerup@cadeler.com
Point of contact for media:Christian Grønning, Partner
Geelmuyden Kiese+45 2763 0755Christian.groenning@gknordic.com
Contact details EnetiFor additional
information, visit www.eneti-inc.com or
email Investor.Relations@Eneti-inc.com
James Doyle, Head of Corporate Development & Investor
RelationsTel: +1 646-432-1678Investor.Relations@Eneti-inc.com
Advisors
DNB Markets, a part of DNB Bank ASA, is acting
as financial advisor to Cadeler.
Gorrissen Federspiel Advokatpartnerselskab,
Davis Polk & Wardwell London LLP, Advokatfirmaet Thommessen AS
and Campbell Johnston Clark are serving as legal counsels to
Cadeler.
Perella Weinberg Partners LP is serving as
financial advisor to Eneti.
Seward & Kissel LLP, CMS Cameron McKenna
Nabarro Olswang LLP and Bech-Bruun advokatpartnerselskab are
serving as legal counsels to Eneti in connection with the
Combination.
Conference call
To present the Combination, Cadeler and Eneti
will host a joint conference call on 16 June 2023 at
- 3:00 p.m. CEST /
9:00 a.m. EST
Please see below Microsoft Teams Live Meeting
link. The link will also be made available on both the Cadeler and
Eneti websites.
Webcast registration conference call at
3:00 p.m. CEST / 9:00 a.m. EST:
https://teams.microsoft.com/l/meetup-join/19%3ameeting_NDEwNTQwNDMtYWJlMi00YzAwLTk2Y2ItZTU2ZmRmZTk1OTZm%40thread.v2/0?context=%7B%22Tid%22%3A%224cbfea0a-b872-47f0-b51c-1c64953c3f0b%22%2C%22Oid%22%3A%22e6df3138-b416-457f-b6c1-5f3ce7a36ee7%22%2C%22IsBroadcastMeeting%22%3Atrue%2C%22role%22%3A%22a%22%7D&btype=a&role=a
Those wishing to listen to the call should
connect at least 5 minutes prior to the start of the call to ensure
connection. The information provided on the teleconference is only
accurate at the time of the conference call, and the Company will
take no responsibility for providing updated information.
An investor presentation will be made available
on the respective company websites.
About Cadeler A/S
Cadeler A/S is a key supplier within the
offshore wind industry for installation services and marine and
engineering operations with a strong focus on safety and the
environment. Cadeler’s experience as provider of high-quality
offshore wind support services, combined with innovative vessel
designs, positions the company to deliver premium services to the
industry. Cadeler owns and operates 2 turbine installation vessels
with delivery of additional 2 turbine installation vessels and 2
foundation installation vessels during 2024-2026. Cadeler is
headquartered in Denmark and employes around 250 people. Cadeler is
listed on the Oslo Stock Exchange (OSE: CADLR). For more
information about Cadeler, visit www.cadeler.com.
About Eneti Inc.
Eneti Inc. is a leading provider of installation and maintenance
vessels to the offshore wind sector and has invested in the next
generation of wind turbine installation vessels. The Company is
listed on the New York Stock Exchange under the ticker symbol NETI.
Additional information about the Company is available on the
Company’s website: www.eneti-inc.com.
Additional Information and Where to Find
It
Important Additional Information Will
be Filed with the SEC
This communication is not a prospectus but
relates to the proposed business combination of Cadeler and Eneti,
which will include an offer by Cadeler to exchange all of the
issued and outstanding shares of Eneti for shares or American
Depositary Shares (“ADSs”) representing shares in Cadeler. The
exchange offer has not yet commenced. This communication is for
informational purposes only and is neither an offer to purchase nor
a solicitation of an offer to sell shares, nor is it a substitute
for any offer materials that Cadeler or Eneti may file with the
U.S. Securities and Exchange Commission (the “SEC”). Prior to the
commencement of the exchange offer, Cadeler will file (1) a
Registration Statement on Form F-4 that will include an offering
prospectus with respect to the shares/ADSs to be offered in the
exchange offer, (2) a Registration Statement on Form F-6 to
register any ADSs to be offered as consideration pursuant to the
terms of the offer and (3) a Tender Offer Statement on Schedule TO,
and Eneti will file a Solicitation/Recommendation Statement on
Schedule 14D-9, in each case with respect to the exchange offer.
Should Cadeler and Eneti proceed with the proposed transaction,
such formal decision is conditional on approval of a prospectus
approved in accordance with Regulation (EU) No. 2017/1129 of 14
June 2017 (the “Prospectus Regulation”) or a document that
satisfies the exemptions in article 1, paragraph 4, subparagraph m
and paragraph 5, subparagraph e of the Prospectus Regulation, by
the Danish Financial Supervisory Authority (the Danish
FSA). This communication does not contain all the information
that should be considered concerning the proposed transaction and
is not intended to form the basis of any investment decision or any
other decision in respect of the proposed transaction.
INVESTORS AND STOCKHOLDERS ARE URGED TO
READ THE REGISTRATION STATEMENT/PROSPECTUS, THE EXCHANGE OFFER
MATERIALS (INCLUDING THE OFFER TO EXCHANGE, A RELATED LETTER OF
TRANSMITTAL AND CERTAIN OTHER EXCHANGE OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT, IF AND WHEN THEY BECOME
AVAILABLE, AND ANY OTHER DOCUMENTS FILED BY EACH OF CADELER AND
ENETI WITH THE SEC, OR APPROVED BY THE DANISH FSA, IN CONNECTION
WITH THE PROPOSED BUSINESS COMBINATION (INCLUDING THE EXCHANGE
OFFER) OR INCORPORATED BY REFERENCE THEREIN CAREFULLY AND IN THEIR
ENTIRETY AS THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION
ABOUT CADELER, ENETI, THE PROPOSED TRANSACTION AND RELATED MATTERS
THAT HOLDERS OF THE COMPANY’S SECURITIES SHOULD CONSIDER BEFORE
MAKING ANY DECISION REGARDING EXCHANGING THEIR SECURITIES.
Investors and stockholders will be able to obtain the registration
statement/prospectus, the exchange offer materials (including the
offer to exchange, a related letter of transmittal and certain
other exchange offer documents), and the
solicitation/recommendation statement, if and when they become
available, and other documents filed with the SEC by Cadeler and
Eneti at no cost to them through the website maintained by the SEC
at www.sec.gov. In addition, investors and stockholders will be
able to obtain copies of any document filed with the SEC by Cadeler
free of charge from Cadeler’s website at www.cadeler.com, copies of
any document filed with the SEC by Eneti free of charge from
Eneti’s website at www.eneti-inc.com. The contents of this
communication should not be construed as financial, legal,
business, investment, tax or other professional advice. Each
recipient should consult with its own professional advisors for any
such matter and advice.
No Offer or Solicitation
This communication is not intended to and does
not constitute an offer to sell or the solicitation of an offer to
subscribe for, exchange or buy or an invitation to purchase,
exchange or subscribe for any securities or the solicitation of any
vote in any jurisdiction pursuant to the proposed transaction or
otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction, in each case in contravention of
applicable law. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act and applicable European or UK, as appropriate,
regulations. Subject to certain exceptions to be approved by the
relevant regulators or certain facts to be ascertained, the public
offer will not be made directly or indirectly, in or into any
jurisdiction where to do so would constitute a violation of the
laws of such jurisdiction, or by use of the mails or by any means
or instrumentality (including without limitation, facsimile
transmission, telephone and the internet) of interstate or foreign
commerce, or any facility of a national securities exchange, of any
such jurisdiction.
This communication is addressed to and directed
only at, persons who are outside the United Kingdom or, in the
United Kingdom, at authorised or exempt persons within the meaning
of the Financial Services and Markets Act 2000 or persons who have
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the “Order”), persons falling
within Article 49(2)(a) to (d) of the Order or persons to whom it
may otherwise lawfully be communicated pursuant to the Order, (all
such persons together being referred to as, “Relevant Persons”).
This presentation is directed only at Relevant Persons. Other
persons should not act or rely on this presentation or any of its
contents. Any investment or investment activity to which this
presentation relates is available only to Relevant Persons and will
be engaged in only with such persons. Solicitations resulting from
this presentation will only be responded to if the person concerned
is a Relevant Person.
Market Data
Information provided herein as it relates to the
market environment in which each of Cadeler and Eneti operate or
any market developments or trends is based on data and reports
prepared by third parties and/or Cadeler or Eneti based on internal
information and information derived from such third-party sources.
Third party industry publications, studies and surveys generally
state that the data contained therein have been obtained from
sources believed to be reliable, but that there is no guarantee of
the accuracy or completeness of such data.
Forward-Looking Statements
This communication includes forward-looking
statements within the meaning of the federal securities laws
(including Section 27A of the United States Securities Act of 1933,
as amended, the “Securities Act”) with respect to the proposed
transaction between Eneti and Cadeler, including statements
regarding the benefits of the transaction, the anticipated timing
of the transaction, the products and services offered by Eneti and
Cadeler and the markets in which they operate, and Eneti’s and
Cadeler’s projected future financial and operating results. These
forward-looking statements are generally identified by terminology
such as “believe,” “may,” “will,” “potentially,” “estimate,”
“continue,” “anticipate,” “intend,” “could,” “would,” “should,”
“project,” “target,” “plan,” “expect,” or the negatives of these
terms or variations of them or similar terminology. The absence of
these words, however, does not mean that the statements are not
forward-looking. These forward-looking statements are based upon
current expectations, beliefs, estimates and assumptions that,
while considered reasonable as and when made by Eneti and its
management, and Cadeler and its management, as the case may be.
Such forward-looking statements are subject to risks,
uncertainties, and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. New risks and uncertainties may emerge
from time to time, and it is not possible to predict all risks and
uncertainties. Neither Eneti nor Cadeler undertake any obligation
to update any such statements in light of any future event or
circumstance, or to conform such statements to actual results. Past
performance should not be relied upon, and is not, a guarantee of
future performance.
Many factors could cause actual future events to
differ materially from the forward-looking statements in this
presentation, including but not limited to: the risk that the
transaction may not be completed in a timely manner or at all,
which may adversely affect the price of Eneti’s and Cadeler’s
securities, the failure to satisfy the conditions to the
consummation of the transaction, including the acceptance of the
proposed exchange offer by the requisite number of Eneti
shareholders and the receipt of certain governmental and regulatory
approvals, general domestic and international political conditions
or hostilities, including the war between Russia and Ukraine; the
occurrence of any event, change or other circumstance that could
give rise to the termination of the business combination agreement,
the effects of public health threats, pandemics and epidemics, and
the adverse impact thereof on Eneti’s or Cadeler’s business,
financial condition and results of operations, the effect of the
announcement or pendency of the transaction on Eneti’s or Cadeler’s
business relationships, performance, and business generally, risks
that the proposed transaction disrupts current plans of Eneti or
Cadeler and potential difficulties in Eneti’s or Cadeler’s employee
retention as a result of the proposed transaction, the outcome of
any legal proceedings that may be instituted against Eneti or
Cadeler related to the business combination agreement or the
proposed transaction or as a result of the operation of their
respective businesses, the risk that Cadeler is unable to list the
ADSs to be offered as consideration, or the underlying shares in
Cadeler, on the New York Stock Exchange or the Oslo Stock Exchange,
as applicable, volatility in the price of the combined company’s
securities due to a variety of factors, including changes in the
competitive markets in which the combined company plans to operate,
variations in performance across competitors, changes in laws and
regulations affecting such business and changes in the combined
capital structure, factors affecting the duration of contracts, the
actual amount of downtime and the respective backlogs of Eneti and
Cadeler, factors that reduce applicable day rates or contract
profitability, operating hazards inherent to offshore operations
and delays, dependency on third parties in relation to, for
example, technical, maintenance and other commercial services,
risks associated with operations outside the US, actions by
regulatory authorities, credit rating agencies, customers, joint
venture partners, contractors, lenders and other third parties,
legislation and regulations affecting the combined company’s
operations, compliance with regulatory requirements, violations of
anti-corruption laws, shipyard risk and timing, hurricanes and
other weather conditions, and the future price of energy
commodities, the ability to implement business plans, forecasts,
and other expectations (including with respect to synergies and
financial and operational metrics, such as EBITDA and free cash
flow) after the completion of the proposed transaction, and to
identify and realize additional opportunities, the failure to
realize anticipated benefits of the proposed transaction, risks
related to the ability to correctly estimate operating expenses and
expenses associated with the business combination, risks related to
the ability to project future cash utilization and reserves needed
for contingent future liabilities and business operations, the
potential impact of announcement or consummation of the proposed
transaction on relationships with third parties, changes in law or
regulations affecting Eneti, Cadeler or the combined company,
international, national or local economic, social or political
conditions that could adversely affect the companies and their
business, dependency on Eneti and Cadeler’s customers, volatility
in demand, increased competition or reduction in contract values,
the risk that technological progress might render the technologies
used by each of Cadeler and Eneti obsolete, conditions in the
credit markets that may negatively affect the companies and their
business, risks deriving from the restrictive covenants and
conditions relevant to Eneti and Cadeler’s financing and their
respective ability to obtain future financing, including for
remaining installations on ordered newbuild vessels, risks
associated with assumptions that parties make in connection with
the parties’ critical accounting estimates and other judgements,
the risk that Eneti and Cadeler have a limited number of vessels
and are vulnerable in the event of a loss of revenue relating to
any such vessel(s), risks relating to delays in, or increases in
the cost of, already ordered newbuild vessels and the risk of a
failure to obtain contracts for such newbuild vessels and risks
associated with changes in exchange rates including the USD/NOK and
USD/EUR rates. The foregoing list of factors is not exhaustive and
the factors identified are not set out in any particular order.
There can be no assurance that future developments affecting Eneti,
Cadeler or the combined company will be those that the companies
have anticipated.
These forward-looking statements involve a
number of risks, uncertainties (some of which are beyond Eneti’s or
Cadeler’s control) or other assumptions that may cause actual
results or performance to be materially different from those
expressed or implied by these forward-looking statements or from
our historical experience and our present expectations or projects.
You should carefully consider the foregoing factors and the other
risks and uncertainties that affect the parties’ businesses,
including those described in Eneti’s Annual Report on Form 20-F,
Current Reports on Form 6-K and other documents filed from time to
time by Eneti with the SEC and those described in Cadeler’s annual
reports, relevant reports and other documents published from time
to time by Cadeler. Eneti and Cadeler wish to caution you not to
place undue reliance on any forward-looking statements, which speak
only as of the date hereof. This communication and related
materials speak only as of the date hereof and except as required
by law, Eneti and Cadeler are not undertaking any obligation to
update or revise any forward-looking statements whether as a result
of new information, future events or otherwise.
Inside information
The information in this communication is
considered to be inside information pursuant to the EU Market Abuse
Regulation (MAR) and is subject to the disclosure requirements
pursuant to MAR article 17 and Section 5-12 the Norwegian
Securities Trading Act. This stock exchange announcement by Cadeler
A/S was published by Mikkel Gleerup (CEO) at Cadeler A/S on 16 June
2023 at 07.42 (CEST).
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