Two titans of shipping, Andreas Sohmen-Pao and Emanuele Lauro, are combining forces in the offshore wind arena through a merger deal between the sector’s major construction players, Cadeler and Eneti.
The merger takes place through a stock-for-stock exchange, where each Eneti share can be exchanged for 3,409 Cadeler shares. The proposal values each outstanding Eneti share at around $15.44 and its fully diluted share capital at $597m.
The deal will see Cadeler and Eneti shareholders own 60% and 40% respectively of the combined companies. After the merger, the combined group will be named Cadeler and be headquartered in Copenhagen, with its shares to be listed on the New York Stock Exchange in addition to its current listing on the Oslo Stock Exchange. It will have a pro-forma market capitalisation above €1.2bn ($1.3bn) based on the closing share prices of Cadeler and Eneti as of yesterday.
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 two operational wind turbine installation vessels (WTIVs), two under construction and a pair of wind foundation installation vessels scheduled for delivery in 2025 and 2026. Eneti currently has five WTIVs with two newbuilds set to deliver in 2024 and 2025. Three vessels in Eneti’s fleet are subject to divestment before or after the merger, which would on a fully-delivered basis result in a combined fleet of 10 modern offshore wind construction units.
Mikkel Gleerup, current CEO of Cadeler, will continue as CEO of the combined company and Peter Brogaard Hansen will continue as chief of finance. Sohmen-Pao will continue as chairman of the board of directors and 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.
Commenting on the combination, Sohmen-Pao 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.”
“This combination is right for our shareholders, right for our customers, and right for our employees,” Eneti’s Lauro, said, adding: “Our scale and our respective capabilities will create significant value at a time when offshore wind needs reliable partners and reliable solutions. The prospects for our combined companies, in the context of industry demands over the coming decade, could not be brighter.”
The exchange offer should kick off in the third or fourth quarter of 2023.
