Copenhagen, December 15, 2023: Reference is made to the stock exchange
announcement of December 15, 2023 published by Cadeler A/S (OSE: CADLR, NYSE:
CDLR) ("Cadeler") regarding the preliminary result of its share exchange offer
for all of the outstanding shares of common stock of Eneti Inc. (NYSE: NETI)
("Eneti") (the "Share Exchange Offer").

Following the successful completion of the Share Exchange Offer, Cadeler intends
to complete its acquisition of the entire equity interest in Eneti by effecting
a squeeze-out merger, to be governed by the laws of the Republic of the Marshall
Islands, pursuant to which Wind MI Limited ("Cadeler Merger Sub"), a wholly
owned subsidiary of Cadeler, will merge with and into Eneti, with Cadeler Merger
Sub surviving the merger (the "Merger"). The purpose of the Merger is for
Cadeler to acquire all of the shares of Eneti common stock that it did not
acquire in the Share Exchange Offer. Upon the consummation of the Merger, the
Eneti business will be held by a wholly owned subsidiary of Cadeler.

Cadeler hereby announces that Cadeler Merger Sub and Eneti have today entered
into a merger agreement to effect the Merger, subject to approval by the
shareholders of each of Cadeler Merger Sub and Eneti in accordance with the laws
of the Republic of the Marshall Islands. It is noted that as a result of the
Share Exchange Offer, Cadeler will hold a sufficient majority of the voting
rights in Eneti to approve the Merger at an extraordinary general shareholder
meeting to be held for that purpose. Cadeler will similarly control the outcome
of the shareholder approval of Cadeler Merger Sub, a wholly owned subsidiary of
Cadeler. 

An extraordinary general shareholder meeting of Eneti will be held on December
29, 2023 for the purpose of obtaining shareholder approval to effect the Merger.
Eneti has filed a notice convening the extraordinary general shareholder meeting
of Eneti with the United States Securities and Exchange Commission on Form 6-K.

Pursuant to the merger agreement related to the Merger, holders of Eneti common
stock as of immediately prior to the time of filing of the articles of merger
for the Merger with the Marshall Islands Registrar of Corporations, other than
Cadeler, will receive approx. USD 11.37 in cash per share of Eneti common stock,
without interest and subject to reduction for any applicable withholding taxes.
Based on the preliminary results of the Share Exchange Offer, the total
aggregate amount of cash consideration payable in the Merger to such holders of
Eneti common stock is expected to amount to approx. USD 59.8 million in the
aggregate.

The Merger is expected to be completed on December 29, 2023, subject to
shareholder approval.

For further information, please contact:

Point of contact for investors:
Mikkel Gleerup, CEO
+45 3246 3102
mikkel.gleerup@cadeler.com

Point of contact for media:
Karen Roiy, Head of Marketing & Communication
+45 6020 8706
karen.roiy@cadeler.com
 
About Cadeler A/S:
Cadeler A/S is a key supplier within the offshore wind industry for installation
services and marine and engineering operations with a strong focus on safety and
the environment. Cadeler's experience as provider of high-quality offshore wind
support services, combined with innovative vessel designs, positions the company
to deliver premium services to the industry. Cadeler facilitates the global
energy transition towards a future built on renewable energy. Cadeler is listed
on the Oslo Stock Exchange (OSE: CADLR) and the New York Stock Exchange (NYSE:
CDLR).
Visit www.cadeler.com for more information.

 
Important Notice
This communication does not constitute a prospectus as defined by Regulation
(EU) No. 2017/1129 of 14 June 2017 (the "EU/EEA Prospectus Regulation") and no
public takeover offer is made pursuant to the Directive 2004/25/EC of 21 April
2004 on takeover bids in connection with the exchange offer referred to above.
This communication does not contain all the information that should be
considered concerning the Share Exchange Offer and is not intended to form the
basis of any investment decision or any other decision in respect of the
proposed transaction.

Forward-Looking Statements
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believe that these assumptions were reasonable
when made, these assumptions are inherently subject to significant known and
unknown risks, uncertainties, contingencies and other important factors which
are difficult or impossible to predict, and are beyond their control. Actual
events may differ significantly from any anticipated development due to a number
of factors, including without limitation, changes in public sector investment
levels, changes in the general economic, political and market conditions in the
markets in which the Company operates, the Company's ability to attract, retain
and motivate qualified personnel, changes in the Company's ability to engage in
commercially acceptable acquisitions and strategic investments, and changes in
laws and regulation and the potential impact of legal proceedings and actions.
Such risks, uncertainties, contingencies and other important factors could cause
actual events to differ materially from the expectations expressed or implied in
this release by such forward-looking statements. The Company does not make any
guarantee that the assumptions underlying the forward-looking statements in this
announcement are free from errors nor does it accept any responsibility for the
future accuracy of the opinions expressed in this announcement or any obligation
to update or revise the statements in this announcement to reflect subsequent
events. You should not place undue reliance on the forward-looking statements in
this announcement. The information, opinions and forward-looking statements
contained in this announcement speak only as at its date, and are subject to
change without notice. The Company does not undertake any obligation to review,
update, confirm, or to release publicly any revisions to any forward-looking
statements to reflect events that occur or circumstances that arise in relation
to the content of this announcement.

Inside information
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading
Act. This stock exchange announcement was published by Mikkel Gleerup at Cadeler
A/S on 15 December 2023 at 23:30 (CET).

Click here for more information

© Oslo Bors ASA, source Oslo Stock Exchange