Cadeler plc Commences Exchange Offer for Redomiciliation of Cadeler A/S

Executive Summary

On September 22, 2026, Cadeler plc (the "Offeror" or "NewCo") filed a Schedule TO-T launching a tender/exchange offer to acquire all outstanding ordinary shares and American Depositary Shares (ADSs) of Cadeler A/S (NYSE: CDLR / OSE: CADLR). The transaction is structured to effect a redomiciliation of the Cadeler corporate group from Denmark to the United Kingdom.

Offer Structure & Terms

• Exchange Ratio: 1 ordinary share of Cadeler plc ($1.00 nominal value) for each Cadeler A/S share (DKK 1.00 nominal value). Each Cadeler ADS (representing 4 Cadeler A/S shares) will be exchanged for 4 Cadeler plc ordinary shares.
• Offer Period: Open through 5:00 p.m. Eastern Time on October 21, 2026, unless extended.
• Minimum Condition: Valid tenders representing more than 90% of the total outstanding share capital and voting rights (excluding treasury shares), subject to NewCo's right to reduce the threshold.
• Subsequent Squeeze-out: If NewCo acquires over 90% voting power/capital, it intends to complete a compulsory cash squeeze-out under sections 70–72 of the Danish Companies Act to acquire all remaining shares.
• Financing: NewCo secured a bridge facility agreement of up to EUR 220 million with DNB Bank ASA on September 11, 2026, to finance potential cash payments in the squeeze-out.

Strategic and Market Implications

• Listing Continuity: Following the exchange, NewCo shares are expected to trade under the existing tickers "CADLR" on the Oslo Stock Exchange and "CDLR" on the New York Stock Exchange.
• Board Approvals: Both the Cadeler A/S and Cadeler plc boards have unanimously approved the redomiciliation and recommended the transaction to shareholders.