Eneti Inc. (NYSE: NETI) (“Eneti”) and Cadeler A/S (OSE: CADLR)
(“Cadeler”), two offshore wind turbine and foundation installation
companies, remind shareholders that the expiration date for the
share exchange offer (the “Share Exchange Offer”) to acquire all of
the issued and outstanding shares of the common stock of Eneti has
been extended to 5:30 p.m. Eastern Time on December 14, 2023.
Shareholders that have previously tendered their
shares do not need to take any action in response to the extension
of the Share Exchange Offer.
If you would like to tender your shares or require
assistance, please contact D.F. King & Co., Inc., the
information agent for the Share Exchange Offer, at +1 (800)
967-4607 (Toll Free), +1 (212) 269‑5550 (US/Canada), or by e-mail
at: NETI@dfking.com.
Assuming that the conditions to the Share Exchange
Offer are satisfied or waived, Cadeler expects that settlement will
be completed on or about December 19, 2023.
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 facilitates the global energy
transition towards a future built on renewable energy. Cadeler is
listed on the Oslo Stock Exchange (OSE: CADLR).
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. Eneti Inc. is listed on the New
York Stock Exchange (NYSE: NETI).
For further information, please
contact:
Point of contact for investors:
Mikkel Gleerup, CEO +45 3246 3102
mikkel.gleerup@cadeler.com
Point of contact for media:
Karen Roiy, Head of Marketing & Communication
+45 6020 8706 karen.roiy@cadeler.com
Contact details for Eneti
James Doyle, Head of Corporate Development &
Investor Relations Tel: +1 646-432-1678
Investor.Relations@Eneti-inc.com
Additional Information and Where to Find
It
Important Additional
Information Will be Filed with the SEC
Cadeler A/S (“Cadeler”) commenced an offer to
exchange all of the issued and outstanding shares of Eneti Inc.
(“Eneti”) for shares or American Depositary Shares (“ADSs”)
representing shares in Cadeler on November 7, 2023. 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 have filed or will file with the U.S. Securities and Exchange
Commission (the “SEC”). Cadeler has filed or will file with the SEC
(1) a Tender Offer Statement on Schedule TO, (2) a Registration
Statement on Form F-4 that includes an offering prospectus with
respect to the exchange offer, and (3) a Registration Statement on
Form F-6, and Eneti has filed or will file with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9, in each
case with respect to the exchange offer. 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), the solicitation/recommendation
statement 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 may obtain
copies of any document filed with the SEC by Cadeler free of charge
from Cadeler’s website at www.cadeler.com and 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.
Important Notice
This communication and the prospectus referred
to above do not constitute a prospectus as defined by Regulation
(EU) No. 2017/1129 of 14 June 2017 (the “EU/EEA Prospectus
Regulation”) and no public takeover offer is made pursuant to the
Directive 2004/25/EC of 21 April 2004 on takeover bids in
connection with the exchange offer referred to above. A prospectus
pursuant to the EU/EEA Prospectus Regulation is expected to be
published by Cadeler following completion of the Offer Period set
out herein for the purpose of admission to trading of the new
Cadeler Shares underlying the Cadeler ADSs to the Oslo Stock
Exchange. This communication does not contain all the information
that should be considered concerning the Offer and is not intended
to form the basis of any investment decision or any other decision
in respect of the proposed transaction.
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 communication is directed only at Relevant Persons. Other
persons should not act or rely on this communication or any of its
contents. Any investment or investment activity to which this
communication relates is available only to Relevant Persons and
will be engaged in only with such persons. Solicitations resulting
from this communication will only be responded to if the person
concerned is a Relevant Person.
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
communication, including but not limited to: (i) 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, (ii) 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, (iii) general domestic and international political
conditions or hostilities, including the war between Russia and
Ukraine; (iv) the occurrence of any event, change or other
circumstance that could give rise to the termination of the
business combination agreement, (v) 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, (vi) the effect of the announcement or pendency of
the transaction on Eneti’s or Cadeler’s business relationships,
performance, and business generally, (vii) 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, (viii) 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, (ix) 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, (x) 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, (xi) factors affecting the
duration of contracts, the actual amount of downtime and the
respective backlogs of Eneti and Cadeler, (xii) factors that reduce
applicable dayrates or contract profitability, operating hazards
inherent to offshore operations and delays, (xiii) dependency on
third parties in relation to, for example, technical, maintenance
and other commercial services, (xiv) 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, (xv) 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, (xvi) the failure to realize anticipated benefits of
the proposed transaction, (xvii) risks related to the ability to
correctly estimate operating expenses and expenses associated with
the business combination, (xviii) risks related to the ability to
project future cash utilization and reserves needed for contingent
future liabilities and business operations, (xix) the potential
impact of announcement or consummation of the proposed transaction
on relationships with third parties, (xx) changes in law or
regulations affecting Eneti, Cadeler or the combined company, (xxi)
international, national or local economic, social or political
conditions that could adversely affect the companies and their
business, (xxii) dependency on Eneti and Cadeler’s customers,
(xxiii) volatility in demand, increased competition or reduction in
contract values, (xxiv) the risk that technological progress might
render the technologies used by each of Cadeler and Eneti obsolete,
(xxv) conditions in the credit markets that may negatively affect
the companies and their business, (xxvi) 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, (xxvii) risks associated with assumptions that
parties make in connection with the parties’ critical accounting
estimates and other judgements, (xxviii) 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), (xxix)
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 (xxx) 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
This information 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 was published by Mikkel Gleerup at Cadeler
A/S on 8 December 2023 at 08:50 (CET).
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