Offshore wind turbine and foundation installation companies Eneti Inc NETI and Cadeler A/S said they have entered into a business combination agreement to combine through a stock-for-stock exchange.
The exchange offer is to be made to all stockholders of Eneti based on an exchange ratio of 3.409 Cadeler shares for each Eneti share.
Based on Cadeler's share price on June 15, 2023, the proposed combination would value each outstanding Eneti share at $15.44 and the fully diluted share capital of Eneti at $597 million. The per share price represents a premium of 32% to NETI's June 15, 2023, closing price.
Following the completion of the Exchange Offer, Cadeler and Eneti shareholders will own about 60% and 40%, respectively, of the combined company.
The combined group will be named Cadeler, and be headquartered in Copenhagen, Denmark.
The company's shares will be listed on the New York Stock Exchange (NYSE) in addition to its current listing on the Oslo Stock Exchange (OSE).
"Our scale and our respective capabilities will create significant value at a time when offshore wind needs reliable partners and reliable solutions," said Eneti Executive Chairman and CEO Emanuele Lauro.
The business combination agreement has been unanimously approved by the Board of Directors of each of Cadeler and Eneti.
Mikkel Gleerup, current CEO of Cadeler, will continue as CEO of the combined company and Peter Brogaard Hansen will continue as CFO.
Price Action: NETI shares are trading higher by 10.8% at $12.99 premarket on the last check Friday.
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