Cadeler A/S (OB:CADLR) entered into a business combination agreement to acquire Eneti Inc. (NYSE:NETI) for approximately $590 million on June 16, 2023. Under the terms, acquisition will be a stock-for-stock exchange offer to be made to all stockholders of Eneti based on an exchange ratio of 3.409 Cadeler shares for each Eneti share. Following the completion of the Exchange Offer, Cadeler and Eneti shareholders will own approximately 60% and 40% of the combined company, respectively. As of December 8, 2023 the minimum tender condition for the Share Exchange Offer reduced from 85.01% to 70%, as of 4:30 p.m. Eastern Time on December 7, 2023, approximately 30,243,821 shares of Eneti Common Stock had been validly tendered and not validly withdrawn in the Share Exchange Offer, representing approximately 78.25% of the total number of issued and outstanding shares of Eneti Common Stock. The combined group will be named Cadeler, and be headquartered in Copenhagen, Denmark, with its shares to be listed on the New York Stock Exchange (?NYSE?) in addition to its current listing on the Oslo Stock Exchange (?OSE?). The business combination agreement has been unanimously approved by the Board of Directors of each of Cadeler and Eneti. The Combination is currently expected to close in Q4 2023 subject to regulatory approvals. As on November 7, 2023, Cadeler announced the commencement of a share exchange offer for all of the outstanding shares of common stock of Eneti. The current Chief Executive Officer of Cadeler Mikkel Gleerup will continue as CEO after the combination, while Peter Brogaard Hansen will continue as CFO. Andreas Sohmen-Pao will continue as Chairman of the Board of Directors and Emanuele Lauro, current CEO of Eneti, will expectedly be nominated for election to the Board of Directors as Vice Chairman shortly after the completion of the Offer. The Offer is expected to close within Q4 2023. Following completion of the Offer, Cadeler intends, indirectly through a wholly owned subsidiary, to initiate a squeeze-out merger under Marshall Islands law. As on November 7, 2023, Registration Statement on Form F-4 became effective. Assuming that the conditions to the Share Exchange Offer are satisfied or waived, Cadeler expects that settlement will be completed on or about December 19, 2023. As of December 15, 2023, the offer expired on December 14, 2023. Total of 33,385,714 shares of Common Stock, representing approximately 86.39% of the aggregate voting power of the shares of Common Stock outstanding were tendered during an offer. The combination of the Cadeler Group and the Eneti Group will be carried out through an Offer by Cadeler to the Eneti Stockholders and, if the Offer is completed, Cadeler intends to as promptly as practicable consummate a merger of a wholly owned subsidiary of Cadeler incorporated under the laws of the Marshall Islands (the ?Merger Sub?) with and into Eneti with Merger Sub being the surviving entity (the ?Merger?) (the transactions contemplated by the Business Combination Agreement, including the Offer and the Merger, collectively referred to as the "Business Combination" and the ?Transactions?). Cadeler intends to complete its acquisition of the entire equity interest in Eneti by effecting a squeeze-out merger. Upon the consummation of the Merger, the Eneti business will be held by a wholly owned subsidiary of Cadeler, and the former Eneti Stockholders will no longer have any direct ownership interest in the surviving corporation but will instead have an ownership interest in the Combined Company (as defined below). The Merger is expected to be completed on December 29, 2023, subject to shareholder approval. As of December 18, 2023, Cadeler has today submitted the EU/EEA Listing Prospectus to the Danish FSA for approval regarding the new Cadeler shares to be issued, and admitted to trading on the Oslo Stock Exchange. As of December 19, 2023, Danish Financial Supervisory Authority approved the listing of new Cadeler shares in Oslo stock exchange. Cadeler expects settlement of the Share Exchange Offer to be completed on or around December 19, 2023.

DNB Markets acted as financial advisor to Cadeler. Gorrissen Federspiel Advokatpartnerselskab, Davis Polk & Wardwell London LLP, Advokatfirmaet Thommessen AS and Campbell Johnston Clark are serving as legal counsels to Cadeler. Perella Weinberg Partners LP is serving as financial advisor to Eneti. Seward & Kissel LLP, CMS Cameron McKenna Nabarro Olswang LLP and Bech-Bruun advokatpartnerselskab are serving as legal counsels to Eneti. Perella Weinberg Partners provided fairness opinion to Eneti.