Business Context and Reporting Period
Cadeler A/S filed a Form 6-K for September 2026, dated September 25, 2026. The filing concerns the voluntary offer by newly established Cadeler plc to exchange each Cadeler A/S share, including shares represented by American Depositary Shares, for one newly issued Cadeler plc share as part of the proposed redomiciliation of the group’s parent company from Denmark to the United Kingdom.
Cadeler operates offshore wind installation, transport, foundation installation, and operations and maintenance activities, and is listed on the Oslo Stock Exchange and the New York Stock Exchange.
Transaction Terms and Key Information
- The offer consideration is one Cadeler plc share for each Cadeler A/S share. Each American Depositary Share represents four Cadeler A/S shares.
- Following completion, Cadeler plc shares are expected to be listed on the Oslo Stock Exchange and NYSE under ticker CDLR.
- Cadeler A/S shares and ADSs are expected to be delisted, and the existing American Depositary Receipt program is expected to terminate.
- The transaction is intended to preserve shareholders’ equivalent economic interests, avoid dilution, and provide comparable governance rights, according to the independent statement.
- The filing states that the operating business is expected to remain unchanged immediately following the redomiciliation.
Financial Metrics and Material Changes
This filing does not provide new revenue, profit, cash flow, margin, debt, liquidity, or other operating-performance metrics. The independent advisor reviewed Cadeler’s 2025 annual report and unaudited six-month 2026 interim report, but the filing text does not reproduce their financial figures.
The filing does not identify any material change in the company’s financial condition, results of operations, assets, liabilities, or prospects since the latest financial information reviewed by Kroll, LLC, subject to the advisor’s stated assumptions.
Guidance, Outlook, Risks, and Unusual Items
- Kroll, LLC, operating through its Duff & Phelps Opinions Practice, concluded that the offer consideration was fair from a financial point of view to Cadeler shareholders as of September 21, 2026.
- The Cadeler A/S board unanimously determined that the transaction is fair to and in the best interests of the company and its shareholders, and recommended that shareholders accept the offer.
- Management indicated that no material impact is expected on business operations, customers, employees, tax positions, or regulatory compliance.
- Cadeler plc reportedly has no specific plans regarding employees and is not aware of circumstances expected to create material legal, financial, or work-related consequences for them.
- Kroll’s conclusion relied on information supplied by management and public sources, did not independently verify that information, and assumed that transaction conditions, regulatory approvals, and other required consents will be satisfied without adverse effects.
- Kroll did not provide a valuation of Cadeler shares, a solvency or credit opinion, tax or accounting advice, or an assessment of alternative transactions. Its fee is not contingent on the fairness conclusion or successful completion of the offer, although part of the fee became payable upon readiness to deliver the statement.
Investor Verification Items
- Review the combined EU/EEA prospectus and offer document for detailed conditions, deadlines, acceptance procedures, regulatory requirements, and treatment of ADSs.
- Verify the final ownership, listing, delisting, and ADR termination mechanics after completion of the offer.
- Assess the tax consequences of exchanging Cadeler A/S shares or ADSs for Cadeler plc shares with professional advisers.
- Review the 2025 annual report and June 30, 2026 interim report for the underlying financial condition, debt, liquidity, backlog, and operating performance, which are not detailed in this filing.
- Consider the assumptions and limitations in Kroll’s fairness statement, including its lack of independent verification, lack of solvency analysis, and lack of evaluation of alternative transactions.