Cadeler A/S filed a Form 6-K on 2 November 2026 announcing the final results of the voluntary share exchange offer by Cadeler plc, which achieved a 92.06% acceptance rate as part of the Cadeler Group's redomiciliation from Denmark to the United Kingdom.

Key Highlights

  • Acceptance rate: 355,404,839 Cadeler Shares were validly tendered, corresponding to approximately 92.06% of total outstanding shares and voting rights, excluding treasury shares.
  • ADS component: Of the tendered shares, 11,156,931 were Cadeler Shares represented by Cadeler ADSs.
  • Shares to be issued: The board of Cadeler plc resolved to allot and issue 355,404,838 shares to accepting shareholders.
  • Settlement expected: Completion and settlement of the offer is expected on or around 4 November 2026.
  • Squeeze-out initiated: Because Cadeler plc will hold more than 90% of outstanding Cadeler Shares at completion, it intends to compulsorily acquire the remaining shares at NOK 58.42 per share, the 30-trading-day VWAP on the Oslo Stock Exchange prior to offer initiation.
  • NYSE ADS suspension: Trading of Cadeler ADSs on NYSE is expected to be suspended before market open on or around 5 November 2026, with delisting taking effect 10 days thereafter.
  • Relative shareholding increase: Shareholders who tendered will have their relative shareholding in Cadeler plc increased by 8.62% compared to their prior shareholding in Cadeler, according to the filing.

Cadeler Redomiciliation Offer: Final Results and Next Steps for Cadeler plc

According to the filing, the offer period expired on 28 October 2026 at 5 PM Eastern Time / 10:00 PM CET. Based on the final count by the receiving agent and exchange agent, 355,404,839 Cadeler Shares were validly tendered and not validly withdrawn, representing approximately 92.06% of total outstanding shares and voting rights, excluding any shares held in treasury. The filing states this acceptance rate satisfies the minimum acceptance condition set out in the combined EU/EEA prospectus and the U.S. Prospectus/Offer to Exchange, which was registered on Form F-4 under the U.S. Securities Act of 1933.

The filing discloses that, because approximately 7.94% of Cadeler shareholders did not tender their shares, shareholders who did tender will see their relative shareholding in Cadeler plc increase by 8.62% compared to their prior Cadeler shareholding. Listing and trading of Cadeler plc shares on the New York Stock Exchange (NYSE:CDLR) and trading on the Oslo Stock Exchange are expected on or around 5 November 2026. As noted in the filing, Cadeler A/S is also listed on the OSE under ticker CADLR.

With Cadeler plc set to hold more than 90% of outstanding Cadeler Shares upon completion, the filing states Cadeler plc intends to initiate a compulsory acquisition - a squeeze-out - of the remaining shares under the Danish Companies Act. The cash consideration for the squeeze-out is NOK 58.42 per share, described as the volume-weighted average price of Cadeler Shares on OSE over the 30 trading days immediately preceding offer initiation. The filing further discloses that Cadeler plc has entered into a financing arrangement with DNB Bank ASA to fund the squeeze-out, and that repayment may be structured through intercompany loans, a private placement, or dividend distributions from within the Cadeler Group within 12 months of offer completion.

What Was Disclosed

Cadeler A/S disclosed the final results of its voluntary share exchange offer, confirming a 92.06% acceptance rate, the allotment of 355,404,838 new Cadeler plc shares, an expected settlement date of on or around 4 November 2026, and the planned squeeze-out and delisting of Cadeler ADSs from NYSE.