Cadeler plc Concludes Redomiciliation Offer with 92.06% Acceptance and Initiates Squeeze-Out

Executive Summary

On November 2, 2026, Cadeler plc filed Form 425 announcing the final results of its voluntary share exchange offer to shareholders of Cadeler A/S (NYSE: CDLR, OSE: CADLR) in connection with its corporate redomiciliation from Denmark to the United Kingdom. The offer concluded with a 92.06% acceptance rate, surpassing the required minimum threshold and paving the way for a compulsory cash squeeze-out of minority holders, delisting of Cadeler A/S, and subsequent listing of Cadeler plc on the NYSE and Oslo Stock Exchange.

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Transaction Details

• Tender Results: A total of 355,404,839 Cadeler Shares (including 11,156,931 shares represented by American Depositary Shares, or ADSs) were validly tendered and not withdrawn, representing 92.06% of outstanding voting shares (excluding treasury shares).
• Exchange Ratio: Each Cadeler A/S share is exchanged for one (1) ordinary share in Cadeler plc. The Cadeler plc board resolved to allot and issue 355,404,838 shares to accepting holders.
• Relative Ownership Increase: Because 7.94% of shareholders did not participate in the voluntary exchange, tendering holders will see their relative equity ownership in Cadeler plc increase by approximately 8.62% compared to their prior stake in Cadeler A/S.
• Settlement: Completion and settlement are scheduled for on or around November 4, 2026.

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Squeeze-Out & Financing

• Compulsory Acquisition: With ownership exceeding 90%, Cadeler plc will initiate a squeeze-out of non-tendered shares pursuant to the Danish Companies Act.
• Cash Consideration: Non-tendering shareholders will receive NOK 58.42 in cash per share, calculated based on the 30-day volume-weighted average price (VWAP) on the Oslo Stock Exchange immediately preceding the offer.
• Financing Facility: Cash payouts for the squeeze-out will be funded through a dedicated credit facility arranged with DNB Bank ASA (the "Squeeze-out Facility"), intended to be refinanced via upstream group loans, a private placement, or intercompany dividend distributions.

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Listing and Delisting Timeline

• Cadeler plc Trading Commencement: Trading on the NYSE and Oslo Stock Exchange is expected to begin on or around November 5, 2026.
• Cadeler A/S Suspension & Delisting:
  • NYSE trading of Cadeler ADSs will be suspended before market open on or around November 5, 2026, with formal delisting 10 days later. Cadeler's ADR program will be terminated.
  • OSE trading of Cadeler Shares will be suspended effective November 5, 2026, followed by an extraordinary general meeting to finalize formal delisting.