Cadeler A/S Extends Exchange Offer as Tender Level Reaches 89.5%

Executive Summary

On October 22, 2026, Cadeler A/S filed an Amendment No. 1 to Schedule 14D-9 (Solicitation/Recommendation Statement) regarding the exchange offer by Cadeler plc ("NewCo") to acquire all outstanding Cadeler Shares and ADSs in exchange for NewCo Shares on a 1-for-1 basis.

Key Takeaways

• Offer Extension: The exchange offer, originally scheduled to expire at 5:00 p.m. Eastern Time on October 21, 2026, has been extended until 5:00 p.m. Eastern Time on October 28, 2026.
• Tender Results to Date: As of 3:53 p.m. Eastern Time on October 21, 2026, an aggregate of approximately 345,537,852 Cadeler Shares (including shares represented by ADSs) were validly tendered and not withdrawn, representing approximately 89.5% of the issued and outstanding shares (excluding treasury shares).
• Minimum Acceptance Condition: Consummation requires valid tender of more than 90% of total shares and voting power. Because the 89.5% tender level fell just short of the 90% threshold, NewCo did not close the offer and elected to extend the expiration date to satisfy the condition.