Cadeler Says Share Exchange Offer for UK Redomiciliation Accepted 92.06%

What happened

Cadeler A/S, an offshore wind installation company that owns and operates a fleet of jack-up vessels used to transport and install wind turbines at sea, said the offer period for its share exchange closed on 28 October 2026 at 5 PM Eastern Time.

In a filing dated 2 November 2026, the company said 355,404,839 Cadeler shares were validly tendered and not withdrawn, including 11,156,931 shares represented by American Depositary Shares. That is about 92.06% of outstanding shares and voting rights, excluding treasury shares.

The acceptance rate cleared the minimum set out in the offer prospectus and the U.S. registration statement, so all conditions to the offer were satisfied. Cadeler plc's board resolved to issue 355,404,838 shares to holders who accepted.

Cadeler said settlement is expected on or around 4 November 2026, and that trading of Cadeler plc shares on the New York Stock Exchange and the Oslo Stock Exchange is expected on or around 5 November 2026.

The squeeze-out and delisting

Because Cadeler plc will hold more than 90% of Cadeler shares after completion, it intends to start a compulsory acquisition, or squeeze-out, of the shares not tendered, for cash, under the Danish Companies Act. It will publish a notice giving remaining holders a four-week period to transfer their shares.

The cash consideration for those shares will be NOK 58.42 per share, which the filing says is the volume-weighted average price of Cadeler shares on the Oslo Stock Exchange over the 30 trading days immediately before the offer began.

The filing says Cadeler plc has a financing arrangement with DNB Bank ASA to fund the squeeze-out cash payments. It intends to repay that facility after the redomiciliation through intercompany loans, a private placement, or dividends from group companies, so dividend distributions from the Cadeler Group may occur within 12 months of completion.

Trading of Cadeler ADSs on the NYSE is expected to be suspended before market open on or around 5 November 2026, with delisting 10 days later. Trading of Cadeler shares on the Oslo exchange is expected to be suspended from 5 November 2026. Cadeler also intends to convene an extraordinary general meeting after the squeeze-out to approve delisting from Oslo, and to terminate its American Depositary Receipt programme.

What this means

This is a redomiciliation: the business stays the same, but the top company in the group moves from Denmark to the United Kingdom. Cadeler plc was set up under the laws of England and Wales for this purpose and, per the filing, has no operations, only nominal assets, and no liabilities before the offer.

The mechanism is a share exchange. Holders of Cadeler A/S shares, or the ADSs that represent four shares each, were offered one share in Cadeler plc for each Cadeler share. Holders who tendered end up holding the same number of Cadeler plc shares as the Cadeler shares they tendered. Because 7.94% of holders did not tender, those who did will see their relative stake in Cadeler plc rise by 8.62% versus their stake in Cadeler A/S.

A Form 425 is filed with the SEC when a company communicates about a business combination, such as a merger or exchange offer. It is a disclosure filing, not a vote or an approval, and it gives U.S. investors the same information being given to holders abroad.

The squeeze-out is the legal step that takes out the holdouts. Danish law lets a buyer holding more than 90% of shares and votes force the remaining holders to sell at a set cash price. The NOK 58.42 figure is tied to the recent Oslo trading average, not a negotiated premium.

Until the new shares begin trading, the old CDLR ADSs remain listed. Once the delisting takes effect, the U.S. listing for Cadeler A/S goes away and the successor company's shares trade on the NYSE and Oslo exchange as Cadeler plc.