Cadeler Initiates UK Redomiciliation via Share Exchange Offer

Executive Summary

Cadeler plc has officially initiated a voluntary share exchange offer to acquire all outstanding shares of Cadeler A/S (NYSE: CDLR, OSE: CADLR) in order to redomicile the corporate group from Denmark to the United Kingdom.

Key Terms of the Offer

• Exchange Ratio: 1 Cadeler plc share for every 1 Cadeler A/S share; 4 Cadeler plc shares for every 1 Cadeler ADS.
• Offer Period: Commences September 22, 2026, and expires October 21, 2026, at 5:00 PM Eastern Time / 11:00 PM CEST (unless extended).
• Minimum Acceptance Condition: Minimum tender condition of more than 90% of the total outstanding share capital and voting rights of Cadeler A/S.
• Squeeze-Out Mechanism: Following a successful completion (>90% acquired), Cadeler plc intends to initiate a statutory squeeze-out of the remaining shares for cash under the Danish Companies Act, financed through DNB Bank ASA.
• Listing Venue: Upon settlement (expected on or about October 29, 2026), Cadeler plc ordinary shares are scheduled to be directly listed on both the New York Stock Exchange and the Oslo Stock Exchange, while Cadeler A/S shares and its ADR programme will be delisted/terminated.

Strategic Rationale & Governance

• Board Recommendation: The Cadeler Board and Cadeler plc Board have unanimously recommended acceptance of the offer.
• Fairness Opinion: Kroll, LLC issued an independent statement confirming the exchange consideration is fair from a financial point of view.
• Operational Continuity: The board composition and senior management team will remain identical following the redomiciliation, with the business operations continuing without disruption.