Cadeler plc Reports Final Results of Exchange Offer for Cadeler A/S Redomiciliation

Final Results of Tender/Exchange Offer: Cadeler A/S Redomiciliation

Overview

On November 2, 2026, Cadeler plc filed Amendment No. 3 to Schedule TO (final amendment) with the SEC, announcing the final results of its share-for-share exchange offer for all issued and outstanding ordinary shares and ADSs of Cadeler A/S.

Key Transaction Details

• Purpose: Corporate redomiciliation of Cadeler from Denmark to the United Kingdom.
• Exchange Ratio: 1 ordinary share of Cadeler plc ($1.00 nominal value) for each 1 ordinary share of Cadeler A/S (DKK 1.00 nominal value).
• Tender Offer Results:
  • Shares Tendered: 355,404,839 Cadeler Shares (including 11,156,931 shares represented by American Depositary Shares).
  • Participation Rate: Approximately 92.06% of total issued and outstanding shares (excluding treasury shares).
• Settlement: Cadeler plc will accept for exchange and promptly exchange all validly tendered Cadeler Shares.

Significance

Surpassing the 90% threshold is a critical milestone in cross-border reorganizations, typically enabling compulsory acquisition/squeeze-out procedures for the remaining minority shares under applicable corporate law to complete 100% ownership under the new UK parent entity.