Cadeler A/S Announces Expiration and Preliminary Results of Exchange Offer by Cadeler plc

Overview & Transaction Summary

On October 29, 2026, Cadeler A/S filed Amendment No. 2 to its Schedule 14D-9 (Solicitation/Recommendation Statement) with the SEC regarding the exchange offer by Cadeler plc ("NewCo"), a public limited company incorporated under the laws of England and Wales.

Key Highlights

• Offer Details: NewCo offered to exchange 1 ordinary share of NewCo ($1.00 nominal value per share) for each validly tendered Cadeler Share (nominal value DKK 1.00 per share), including Cadeler Shares represented by American Depositary Shares (ADSs, each representing 4 Cadeler Shares).
• Expiration: The offer expired as scheduled at 5:00 p.m. Eastern Time on October 28, 2026, without extension.
• Tender Results (Preliminary Count):
  • 355,254,085 Cadeler Shares tendered and not withdrawn (inclusive of 11,156,931 shares represented by ADSs).
  • Represents approximately 92.02% of Cadeler's total issued and outstanding shares (excluding treasury shares).
• Condition Satisfaction: The preliminary results satisfy the Minimum Condition for the exchange offer.
• Next Steps: Subject to confirmation of final counts, NewCo will accept for exchange and promptly exchange all validly tendered shares.

Market & Strategic Significance

Surpassing the 90% threshold is a critical milestone in corporate restructurings and cross-border redomiciliations, typically clearing the way for squeeze-out/compulsory acquisition procedures to acquire remaining shares and delist the predecessor entity.