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Cadeler plc Extends Exchange Offer for Cadeler A/S Redomiciliation to October 28, 2026

Medium SignificanceOctober 22, 2026 at 7:37:48 AM EDT

Cadeler A/S

$CDLRSC TO-T/ACIK: 0001978867

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Filing Summary

Cadeler plc has filed Amendment No. 1 to Schedule TO, extending the expiration date of its exchange offer for Cadeler A/S ordinary shares and ADSs from October 21, 2026 to October 28, 2026 at 5:00 p.m. ET. As of October 21, 2026, approximately 345,537,852 Cadeler shares (~89.5% of outstanding shares excluding treasury) had been validly tendered, falling just short of the minimum condition required to consummate the redomiciliation to the UK.

Comprehensive Analysis

Overview & Transaction Purpose

On October 22, 2026, Cadeler plc (the "Offeror" or "NewCo") filed Amendment No. 1 to its Tender Offer Statement on Schedule TO relating to the exchange offer for all outstanding ordinary shares (par value DKK 1.00 per share) and American Depositary Shares (ADSs) of Cadeler A/S.

The primary objective of this exchange offer is to implement a corporate redomiciliation of Cadeler from Denmark to the United Kingdom.


Offer Consideration & Exchange Ratio

  • Cadeler Ordinary Shares: 1 ordinary share of Cadeler plc (nominal value $1.00 per share) for each validly tendered Cadeler A/S share.
  • Cadeler ADSs: 4 ordinary shares of Cadeler plc for each validly tendered Cadeler ADS (as each ADS represents 4 Cadeler A/S shares).

Extension Details & Tender Results

  • New Expiration Date: Extended to 5:00 p.m., Eastern Time, on October 28, 2026 (previously scheduled to expire on October 21, 2026).
  • Shares Tendered to Date: As of 3:53 p.m. ET on October 21, 2026, approximately 345,537,852 Cadeler Shares had been validly tendered and not withdrawn.
  • Participation Level: Represents approximately 89.5% of the total issued and outstanding Cadeler Shares (excluding treasury shares).
  • Reason for Extension: The minimum tender condition required to close the offer had not yet been reached at the time of the initial deadline.

Indicative Timetable

  • Expiration Date: October 28, 2026 (5:00 p.m. ET)
  • Preliminary Results Announcement: On or prior to October 29, 2026
  • Final Results Announcement: On or prior to November 2, 2026
  • Expected Settlement & Commencement of Trading: On or about November 5, 2026 (on the NYSE and Oslo Børs)
Topics:#Cadeler#ExchangeOffer#Redomiciliation#TenderOffer#CorporateRestructuring

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