Cadeler files SC TO-T for UK redomiciliation share-for-share exchange

What happened

Cadeler A/S, a Copenhagen-based offshore wind installation company whose American Depositary Shares trade on the New York Stock Exchange under the ticker CDLR, filed a Tender Offer Statement on Schedule TO with the US Securities and Exchange Commission on September 22, 2026.

The filing was made by Cadeler plc, a UK public limited company that the filing calls "NewCo" and the "Offeror." NewCo was named Cadeler Limited when it first filed its registration statement, according to the filing.

Under the offer, each outstanding Cadeler A/S share with a nominal value of DKK 1.00 would be exchanged for one ordinary share of NewCo with a nominal value of $1.00. Cadeler ADSs, each representing four Cadeler shares, are also covered by the offer.

The filing states the purpose of the offer is "to effect the redomiciliation of Cadeler from Denmark to the United Kingdom." No cash is offered in the exchange — it is a share-for-share swap.

As of September 18, 2026, Cadeler had 386,053,341 ordinary shares outstanding, of which 169,267 were held in treasury, according to the filing.

Cadeler ADSs closed at $25.56 on the day of the filing, down 1.58% from the previous close of $25.97, according to the price data supplied.

The share exchange and what comes after

NewCo was established by BW Altor Pte. Ltd., described in the filing as one of Cadeler's shareholders, to carry out the offer and the redomiciliation. If the offer completes, NewCo becomes the ultimate parent company of the group, with Cadeler as a subsidiary.

The filing describes a "Squeeze-out" that would follow: under sections 70-72 of the Danish Companies Act, NewCo would compulsorily acquire, for cash, any Cadeler shares it did not acquire in the offer. After that, Cadeler would be a direct, wholly owned subsidiary of NewCo.

NewCo entered a bridge facility agreement on September 11, 2026 with DNB Bank ASA for a loan of up to EUR 220 million, called the "Squeeze-out Facility," to finance the cash squeeze-out. The filing says the facility will only be drawn if a minimum acceptance condition is met and the offer is completed. It has an initial six-month term with two three-month extension options at NewCo's discretion, and would be secured by a first-priority pledge over all of NewCo's shares in Cadeler.

Among the facility's covenants is a prohibition on dividends or other distributions while it is outstanding. The filing adds that Cadeler group companies may nonetheless pay dividends to NewCo within 12 months after the offer completes, as one possible route to repaying the facility.

What this means

A Schedule TO is the filing a party makes when it launches a tender offer for a class of securities registered in the US. When the bidder is a third party rather than the company itself, it is filed under Rule 14d-1 and is often called an SC TO-T. It is essentially the disclosure wrapper: it tells the market who is offering, for what, on what terms, and with what money.

The document itself is mostly pointers. Large parts of the Schedule TO incorporate by reference sections of a separate "Prospectus/Offer to Exchange" — the document shareholders actually read — which was filed the same day. That prospectus is part of a Form F-4 registration statement that NewCo filed on August 27, 2026, amended on September 14 and September 18, and that became effective on September 22, 2026.

This offer is an exchange rather than a purchase. A shareholder who tenders gives up Cadeler A/S shares and receives NewCo shares, one for one. There is no per-share cash price to compare against the market, which is why the filing talks about share capital percentages rather than premiums.

A redomiciliation is a change of the corporate parent's home country, not a sale of the business. In this case the operating company, Cadeler A/S, would keep operating and simply become a subsidiary of a new UK-incorporated parent, Cadeler plc. The filing notes that the consolidated financial statements of NewCo immediately after the redomiciliation will be the same as Cadeler's immediately before it, and that NewCo has only nominal assets and no liabilities and has not conducted any business other than this transaction.

Two mechanical details stand out. First, the exchange ratio is deliberately one-to-one, so the offer is not designed to change anyone's proportionate economic stake. Second, the nominal values differ on purpose — DKK 1.00 per Cadeler share against $1.00 per NewCo share — because nominal value is a legal accounting figure set by the incorporating jurisdiction, not a market price. The two currencies are not being equated; the shares are.

The filing also chooses the cross-border versions of the tender offer rules: Rule 14d-1(d) for cross-border third-party tender offers. That election is what allows a UK-incorporated offeror to run a share exchange for a Danish issuer whose shares have US-registered ADSs without operating a purely domestic US tender process.

The filing discloses a retention and incentive wrinkle. In May 2024, executive management received 193,011 restricted stock units — RSUs, or awards that convert into shares once they vest. These were originally set to vest in May 2027, but the Cadeler board approved accelerated vesting so they vested on September 21, 2026, one day before the filing. They are expected to settle around September 22, 2026 on an 85% shares / 15% cash basis; CEO Mikkel Gleerup would receive 104,401 shares and CFO Peter Brogaard Hansen 59,658, both from Cadeler's treasury shares. Separately, on August 26, 2026, executive management and certain key employees were granted 1,574,042 RSUs tied to the 2026 financial year, vesting August 26, 2030, subject to continued employment.

The filing does not state a closing or expiration date for the offer in the text provided, and the excerpt supplied does not set out the minimum acceptance condition or the other conditions in full — those sit in the incorporated prospectus sections. The filing also does not identify any regulatory approvals beyond referencing a section on "Regulatory Approvals Required for the Redomiciliation," and it says that, to NewCo's knowledge, no material legal proceedings relating to the offer are pending.