Cadeler A/S and Eneti Inc. Announce Extension of the Share Exchange Offer for All Outstanding Shares of Common Stock of Eneti Inc. to December 14, 2023 and New Loan Facility
December 08 2023 - 6:58AM
Cadeler A/S (OSE: CADLR) (“Cadeler”) and Eneti Inc. (NYSE: NETI)
(“Eneti”), 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validly tendered and not validly withdrawn in the Share Exchange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.
Questions or requests for assistance may be directed to 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: 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 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.
Forward-Looking Statements
Matters discussed in this press release may
constitute forward-looking statements. The Private Securities
Litigation Reform Act of 1995 provides safe harbor protections for
forward-looking statements in order to encourage companies to
provide prospective information about their business.
Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance, and
underlying assumptions and other statements, which are other than
statements of historical facts. The Company desires to take
advantage of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 and is including this cautionary
statement in connection with this safe harbor legislation. The
words “believe,” “expect,” “anticipate,” “estimate,” “intend,”
“plan,” “targets,” “projects,” “likely,” “would,” “could” and
similar expressions or phrases may identify forward-looking
statements.
The forward-looking statements in this press
release are not guarantees of future performance, conditions or
results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of
which are outside our management’s control, that could cause actual
results or outcomes to differ materially from those discussed in
the forward-looking statements. These forward-looking statements
are based on information available as of the date hereof, and
current expectations, forecasts and assumptions, and involve a
number of judgments, risks and uncertainties. Although we believe
that these assumptions were reasonable when made, because these
assumptions are inherently subject to significant uncertainties and
contingencies which are difficult or impossible to predict and are
beyond our control, we cannot assure you that we will achieve or
accomplish these expectations, beliefs or projections and we do not
undertake any obligation to update forward-looking statements to
reflect events or circumstances after the date they were made,
whether as a result of new information, future events or otherwise,
except as may be required under applicable securities laws.
In addition to these important factors, other
important factors that, in our view, could cause actual results to
differ materially from those discussed in the forward-looking
statements include: our future operating or financial results;
changes in demand for Wind Turbine Installation Vessel (“WTIV”)
capacity; the strength of world economies and currencies; the
length and severity of the recent novel coronavirus (COVID-19)
outbreak, including its effects on demand for WTIVs and the
installation of offshore wind turbines; our ability to successfully
employ our existing and newbuilding WTIVs and the availability and
suitability of our vessels for customer projects; our ability to
compete successfully for future chartering and newbuilding
opportunities; our continued ability to employ our vessels;
fluctuations in interest rates and foreign exchange rates; early
termination of customer contracts, our failure to win new contracts
for our vessels or the failure of counterparties to fully perform
their contracts with us; our ability to successfully identify,
consummate, integrate and realize the expected benefits from
acquisitions and changes to our business strategy; our ability to
successfully operate in new markets; changes in our operating
expenses, including bunker prices, drydocking and insurance costs;
compliance with, and our liabilities under, governmental, tax,
environmental and safety laws and regulations; changes in
governmental rules and regulations or actions taken by regulatory
authorities; potential liability from pending or future litigation;
general domestic and international political conditions; potential
disruption of shipping routes due to accidents or political events;
our ability to procure or have access to financing, our liquidity
and the adequacy of cash flows for our operations; our continued
borrowing availability under our debt agreements and compliance
with the covenants contained therein; fluctuations in the value of
our vessels and investments; our ability to fund future capital
expenditures and investments in the construction, acquisition and
refurbishment of our vessels (including the amount and nature
thereof and the timing of completion thereof, the timely delivery
to us and commencement of operations dates, expected downtime and
lost revenue); potential exposure or loss from investment in
derivative instruments or other equity investments in which we
invest; potential conflicts of interest involving members of our
Board and senior management and our significant shareholders; and
our expectations regarding the availability of vessel acquisitions
and our ability to complete acquisition transactions planned and
other factors.
Contact Information
Eneti Inc.James Doyle – Head of Corporate
Development & Investor RelationsTel: +1 646-432-1678Email:
Investor.Relations@Eneti-inc.comhttps://www.eneti-inc.com
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