Cadeler A/S and Eneti Inc., two offshore wind turbine and foundation installation companies, announced the extension of 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 Inc. (NYSE: NETI) (“Eneti”) to 5:30 p.m. Eastern Time on December 14, 2023. In addition, Cadeler has determined pursuant to the terms of the Share Exchange Offer as set forth in the Prospectus/Offer to Exchange, dated November 7, 2023 (the “Prospectus/Offer to Exchange”) to reduce the minimum tender condition for the Share Exchange Offer from 85.01% to 70%.
Cadeler is offering to exchange for each outstanding share of Eneti, par value USD 0.01 per share (the “Eneti Common Stock”), validly tendered and not validly withdrawn in the Share Exchange Offer, 0.85225 American Depositary Shares (the “Cadeler ADSs”), each one (1) Cadeler ADS representing four (4) shares of Cadeler, nominal value DKK 1 per share (the “Cadeler Shares”) providing for the previously agreed and announced exchange ratio of 3.409 Cadeler Shares for each share of Eneti Common Stock, subject to payment of cash compensation in lieu of any fractional Cadeler ADSs, without interest and subject to reduction for any applicable withholding taxes.
The Share Exchange Offer, which was previously scheduled to expire at 4:30 p.m. Eastern Time on December 7, 2023, has been extended to 5:30 p.m. Eastern Time on December 14, 2023, unless further extended or earlier terminated, in order for the parties to satisfy the minimum tender condition. In addition, Cadeler has determined pursuant to the terms of the Share Exchange Offer as set forth in the Prospectus/Offer to Exchange to reduce the minimum tender condition for the Offer from 85.01% to 70%. In determining to reduce the Minimum Condition, Cadeler considered a number of factors, including the strong overall level of support for the Share Exchange Offer as reflected in the acceptances received from Eneti stockholders.
JPMorgan Chase Bank, N.A., the exchange agent for the Share Exchange Offer, has advised Cadeler that, as of 4:30 p.m. Eastern Time on December 7, 2023, approximately 30,243,821 shares of Eneti Common Stock had been validly tendered and not validly withdrawn in the Share Exchange Offer, representing approximately 78.25% of the total number of issued and outstanding shares of Eneti Common Stock at such date and time.
Holders that have previously tendered their shares do not need to re-tender their shares or take any other action in response to the extension of the Share Exchange Offer.
If you would like to tender your shares, have questions or requests for assistance please contact D.F. King & Co., Inc., the information agent for the Offer, at +1 (800) 967-4607 (Toll Free), +1 (212) 269-5550 (call collect) or by e-mail at: [email protected].
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.
Source: Eneti