Filed by Cadeler plc
Pursuant to Rule 425 under the Securities
Act of 1933, as amended
and deemed filed pursuant to Rule 14d-2 of
the Securities Exchange Act of 1934, as amended
Subject Company: Cadeler A/S (Commission File No.:
001-41889)
Registration Statement File No.: 333-298599
THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND DOES
NOT CONSTITUTE AN OFFER TO PURCHASE, OR A SOLICITATION OF AN OFFER TO SELL, ANY SECURITIES. THE OFFER IS MADE IN THE EU/EEA SOLELY BY
MEANS OF THE PROSPECTUS (AS DEFINED BELOW), AND IN THE UNITED STATES, THE U.S. PROSPECTUS/OFFER TO EXCHANGE (AS DEFINED BELOW). COPIES
OF THE PROSPECTUS OR THE U.S. PROSPECTUS/OFFER TO EXCHANGE, AS APPLICABLE, MAY BE OBTAINED THROUGH THE WEBSITE OF CADELER AS SET
FORTH ELSEWHERE IN THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL OR REQUIRES REGISTRATION
OR ANY OTHER MEASURES.
Cadeler announces final results of the successful
share exchange offer by Cadeler plc to the shareholders of Cadeler A/S in connection with Cadeler’s redomiciliation from Denmark
to the United Kingdom, reflecting a 92.06% acceptance rate
2 November 2026 – With
reference to the stock exchange announcement made by Cadeler A/S (”Cadeler”, and together with its consolidated subsidiaries,
the “Cadeler Group”) on 28 October 2026, regarding the preliminary results of the voluntary offer by Cadeler plc
to all holders of shares in Cadeler, each with a nominal value of DKK 1.00 (the “Cadeler Shares”), including Cadeler
Shares represented by American Depositary Shares (each representing four (4) Cadeler Shares) (“Cadeler ADSs”),
to exchange each Cadeler Share for one (1) share in Cadeler plc (the “Offer”) in connection with the contemplated
redomiciliation of the Cadeler Group’s parent company from Denmark to the United Kingdom (the ”Redomiciliation”),
Cadeler and Cadeler plc today announce the final results of the Offer.
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 the exchange agent, respectively, 355,404,839 Cadeler
Shares (which include 11,156,931 Cadeler Shares represented by Cadeler ADSs) have been validly tendered and not validly withdrawn in the
Offer, corresponding to an acceptance rate of approximately 92.06% of the total number of outstanding shares and voting rights of
Cadeler Shares, excluding any Cadeler Shares held in treasury.
The acceptance rate satisfies the minimum acceptance
rate as set out in the combined EU/EEA prospectus and offer document (the “Prospectus”), section 17.2.3 “Conditions
to the Offer”, and the Registration Statement on Form F-4 under the U.S. Securities Act of 1933, as amended (the “U.S.
Securities Act”), which includes an offering prospectus/offer to exchange (the “U.S. Prospectus/Offer to Exchange”).
Listing and trading of the Cadeler plc shares on the New York Stock Exchange (“NYSE”), and trading of the Cadeler plc
shares on the Oslo Stock Exchange (“OSE”) is expected on or around 5 November 2026.
All conditions to the Offer having been satisfied,
Cadeler plc has initiated completion and settlement of the Offer and expects that settlement will be completed on or around 4 November 2026.
The board of directors of Cadeler plc has today resolved to allot and issue 355,404,838 shares to the shareholders who have accepted the
Offer.
Following completion of the Offer, each Cadeler
shareholder will hold the same number of Cadeler plc shares as the number of Cadeler Shares (including Cadeler Shares represented by Cadeler
ADSs) validly tendered by such shareholder in the Offer. As 7.94% of the Cadeler shareholders have not tendered and exchanged their
Cadeler Shares (including Cadeler Shares represented by Cadeler ADSs) pursuant to the Offer, all shareholders who have tendered their
Cadeler Shares will following completion have their relative shareholding in Cadeler plc increased by 8.62% compared to their shareholding
in Cadeler.
Squeeze-out
As Cadeler plc at completion will hold more than
90% of the total number of, and the aggregate voting power of, the outstanding Cadeler Shares (excluding any treasury shares held by Cadeler),
Cadeler plc intends, as promptly as practicable thereafter, to initiate and complete a compulsory acquisition of the Cadeler Shares (including
Cadeler Shares represented by Cadeler ADSs) not acquired in the Offer, for cash, in accordance with the Danish Companies Act.
To initiate the squeeze-out, Cadeler plc will
publish a notice requesting that remaining Cadeler shareholders transfer their Cadeler Shares, including Cadeler Shares represented by
Cadeler ADSs (the “Squeeze-out Cadeler Shares”), to Cadeler plc within a four-week period to be set out in such notice.
The cash consideration for the Squeeze-out Cadeler Shares will be NOK 58.42 per Squeeze-out Cadeler Share, as determined by Cadeler
plc, in accordance with the Danish Companies Act, being the volume-weighted average price (VWAP) of the Cadeler Shares on OSE over the
30 trading days immediately preceding the initiation of the Offer. After the expiry of such four-week period, any Squeeze-out Cadeler
Shares not committed to be transferred will be acquired compulsorily by Cadeler plc against payment of the cash consideration.
As noted in the Prospectus and U.S. Prospectus/Offer
to Exchange, in connection with the Offer, Cadeler plc has entered into a financing arrangement with DNB Bank ASA for the purpose of financing
cash payments due in connection with the squeeze-out (the “Squeeze-out Facility”). Cadeler plc intends to structure
the repayment of this Squeeze-out Facility following the Redomiciliation either through upstream intercompany loans, a private placement,
or a distribution of dividends from entities within the Cadeler Group to Cadeler plc. As a result, dividend distributions from the Cadeler
Group, including Cadeler, to Cadeler plc may occur within 12 months following completion of the Offer.
Suspension of trading and delisting
Trading of the 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, and trading of the
Cadeler Shares on the OSE is expected to be suspended, with effect from 5 November 2026. A separate stock exchange announcement relating
to the suspension of the Cadeler Shares on the OSE was published on 29 October 2026.
Further, Cadeler intends to convene an extraordinary
general meeting after the squeeze-out process to approve the delisting of the Cadeler Shares from the OSE. In addition, Cadeler’s
American Depositary Receipt programme will be terminated.
Further information
For further information, reference is made to
the Prospectus, which is available at: https://ir.cadeler.com/ and www.dnb.no/emisjoner, subject to regulatory restrictions
in certain jurisdictions, and the U.S. Prospectus/Offer to Exchange, which is available free of charge at the website of the U.S. Securities
and Exchange Commission (the “SEC”) at www.sec.gov and on Cadeler’s website at www.cadeler.com.
Contact information
For further information, please contact:
Cadeler Press Office: press@cadeler.com
Mikkel Gleerup
CEO, Cadeler
+45 3246 3102
mikkel.gleerup@cadeler.com
Alexander Simmonds
EVP & CLO, Cadeler
+44 7376 174172
alexander.simmonds@cadeler.com
About Cadeler plc
Cadeler plc is a public limited company incorporated
under the laws of England and Wales for the purpose of facilitating the Redomiciliation. As at the date of this announcement, Cadeler
plc has not carried out any operations or activities other than in connection with the Offer and the Redomiciliation, and has only nominal
assets and no liabilities.
Following the completion of the Offer, Cadeler
plc will become the ultimate parent company of the Cadeler Group, and the business carried out by Cadeler plc and its subsidiaries will
be the same as the business carried out by Cadeler and its subsidiaries immediately prior to the Redomiciliation. All current members
of the board of directors of Cadeler will continue to serve on the board of directors of Cadeler plc, and the executive management of
the Cadeler Group will remain unchanged.
About Cadeler
Cadeler A/S is a pure-play offshore wind installation
partner and a global leader in offshore wind turbine transport and installation. The company owns and operates the industry’s largest
fleet of jack-up offshore wind installation vessels and is expanding its capabilities into full-scope foundation transport and installation,
as well as operations & maintenance. With its modern fleet and depth of expertise across onshore and offshore operations, Cadeler
supports the safe, efficient and reliable delivery of offshore wind projects worldwide. Cadeler is listed on the NYSE (ticker: CDLR)
and the OSE (ticker: CADLR). For more information, please visit www.cadeler.com.
This information is subject to disclosure requirements
pursuant to Section 5-12 of the Norwegian Securities Trading Act.
Important Additional Information
The Offer Period (as defined in the Prospectus) is closed and no further Cadeler Shares or Cadeler ADSs may be tendered into the Offer.
This communication is not a prospectus as defined
by the Regulation (EU) 2017/1129, as amended, and implemented into Norwegian law (the "EU Prospectus Regulation") or
offer document pursuant to Directive 2004/25/EC on takeover bids, as amended (the "EU Takeover Directive") but relates
to the proposed Redomiciliation, to be effected by way of the Offer by Cadeler plc for all Cadeler Shares (including Cadeler Shares represented
by Cadeler ADSs).
This communication is for informational purposes
only and is neither an offer to purchase nor a solicitation of an offer to sell shares, nor is it a substitute for any offer materials
that Cadeler plc or Cadeler has published following approval by the Norwegian Financial Supervisory Authority or filed or will file with
SEC.
The Prospectus has been prepared by Cadeler plc
as a combined EU/EEA prospectus and offer document in connection with the Offer and the related listing of Cadeler plc shares on the OSE
in accordance with EU Prospectus Regulation and the EU Takeover Directive, as implemented into Norwegian and Danish law. The Prospectus
has been approved by the Financial Supervisory Authority of Norway and passported to Denmark.
Cadeler plc has filed a Registration Statement
on Form F-4 which includes the U.S. Prospectus/Offer to Exchange with the SEC. This communication does not contain all the information
that should be considered concerning the proposed Redomiciliation and Offer and is not intended to form the basis of any investment decision
or any other decision in respect of the proposed Redomiciliation and Offer for shares in Cadeler.
INVESTORS AND SHAREHOLDERS ARE URGED TO READ
THE PROSPECTUS, REGISTRATION STATEMENT, THE OFFER MATERIALS (INCLUDING THE U.S. PROSPECTUS/OFFER TO EXCHANGE, A RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT, AND ANY OTHER DOCUMENTS APPROVED BY THE FINANCIAL SUPERVISORY
AUTHORITY OF NORWAY OR FILED BY EACH OF CADELER PLC AND CADELER WITH THE SEC IN CONNECTION WITH THE PROPOSED REDOMICILIATION (INCLUDING
THE OFFER) OR INCORPORATED BY REFERENCE THEREIN CAREFULLY AND IN THEIR ENTIRETY AS THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION
ABOUT CADELER PLC, CADELER, THE PROPOSED REDOMICILIATION (INCLUDING THE OFFER) AND RELATED MATTERS THAT CADELER SHAREHOLDERS SHOULD CONSIDER
BEFORE MAKING ANY DECISION REGARDING EXCHANGING THEIR SECURITIES. Investors and shareholders will be able to obtain the Prospectus/Registration
Statement, the Offer materials (including the U.S. Prospectus/Offer to Exchange, a related letter of transmittal and certain other Offer
documents) and the solicitation/recommendation statement, free of charge from Cadeler’s website at www.cadeler.com, and other documents
filed with the SEC by Cadeler plc and Cadeler at no cost to them through the website maintained by the SEC at www.sec.gov. The contents
of this communication should not be construed as financial, legal, business, investment, tax or other professional advice. Each recipient
should consult with its own professional advisors for any such matter and advice.
No Offer or Solicitation
This communication is not intended to and does
not constitute an offer to sell or the solicitation of an offer to subscribe for, exchange or buy or an invitation to purchase, exchange
or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed Redomiciliation or Offer
or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction, in each case in contravention of applicable
law. No offer of securities shall be made except by means of a prospectus meeting the requirements of applicable European/European Economic
Area or UK, as appropriate, regulations or Section 10 of the U.S. Securities Act. Subject to certain exceptions to be approved by
the relevant regulators or certain facts to be ascertained, any public offer will not be made directly or indirectly, in or into any jurisdiction
where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality
(including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility
of a national securities exchange, of any such jurisdiction.
Notice to investors and shareholders in
the EU/EEA
The Prospectus as referred to in this announcement
has been prepared on the basis that all offers of Cadeler plc shares to persons in any member state of the European Economic Area (the
“EEA”) outside Norway and Denmark (a “Relevant Member State”) will be made pursuant to an exemption
under the EU Prospectus Regulation from the requirement to publish a prospectus for offer of Cadeler plc shares. Accordingly, any person
making or intending to make any offer within the EEA of Cadeler plc shares which is the subject of the Offer contemplated in the Prospectus
within any Relevant Member State should only do so in circumstances in which no obligation arises for Cadeler plc or the Receiving Agent
(as defined in the Prospectus) to publish a prospectus or pursuant to Article 1 of the EU Prospectus Regulation or a supplement prospectus
pursuant to Article 23 of the EU Prospectus Regulation, in each case, in relation to such offer. Neither Cadeler plc nor the Receiving
Agent have authorised, nor do they authorise, the making of any offer of Cadeler plc shares through any financial intermediary, other
than offers made by the Receiving Agent which constitute the final placement of Cadeler plc shares contemplated in the Prospectus.
Notice to investors and shareholders in
the United Kingdom
In the United Kingdom, offers of Cadeler plc shares
pursuant to the Offer are only being made (i) to persons who are “qualified investors” as defined in paragraph 15 of
Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 (the “POATR”), (ii) to fewer than 150 natural
or legal persons (other than qualified investors as defined under paragraph 15 of Schedule 1 of the POATR), or (iii) in any other
circumstances falling within Part 1 of Schedule 1 of the POATR.
This communication is addressed to and directed
only at, persons who are outside the United Kingdom and persons in the United Kingdom (i) falling within the definition of “investment
professionals” within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
“Order”); (ii) who are high net worth bodies, corporate, unincorporated associations and partnerships and trustees of
high value trusts falling within Article 49(2)(a) to (d) of the Order; or (iii) to whom it may otherwise lawfully
be communicated (all such persons together being referred to as, “Relevant Persons”). This communication is directed only
at Relevant Persons. Other persons should not act or rely on this communication or any of its contents. Any investment or investment activity
to which this communication relates is available only to Relevant Persons and will be engaged in only with such persons. Solicitations
resulting from this communication will only be responded to if the person concerned is a Relevant Person.
Notice to investors and shareholders in
Russia, Belarus or other sanctioned jurisdictions
Cadeler plc will not accept for exchange Cadeler
Shares or Cadeler ADSs as described in the Prospectus and the U.S. Prospectus/Offer to Exchange tendered by any Russian or Belarusian
national, any natural person residing in Russia or Belarus (except for EU, EEA or Swiss nationals and persons holding an EU, EEA or Swiss
residence permit), any legal person, entity, or body established in Russia or Belarus (including EU branches of such legal persons, but
excluding subsidiaries of Russian or Belarus legal entities organised or incorporated within the EU), or any natural or legal person where
the issuance of securities to such person would result in a breach of any economic or financial sanctions, laws and/or regulations, trade
embargoes, boycotts, prohibitions, restrictive measures, decisions, executive orders or notices from regulators implemented, adapted,
imposed, administered, enacted and/or enforced by any of (i) the United States of America, including, but not limited to, the United
States Treasury Department’s Office of Foreign Assets Control, (ii) the United Nations, (iii) the European Union and/or
any member state thereof, (iv) the State Secretariat of Economic Affairs of Switzerland, (v) the United Kingdom Government (including
His Majesty’s Treasury and the Foreign, Commonwealth & Development Office), and (vi) any other applicable country
or jurisdiction.
Forward-Looking Statements
This communication includes forward-looking statements
with respect to the proposed Redomiciliation and Offer, including statements regarding the anticipated timing of the Redomiciliation.
These forward-looking statements are generally identified by terminology such as “believe,” “may,” “will,”
“potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,”
“would,” “should,” “project,” “target,” “plan,” “expect,” or the
negatives of these terms or variations of them or similar terminology. The absence of these words, however, does not mean that the statements
are not forward-looking. These forward-looking statements are based upon current expectations, beliefs, estimates and assumptions that,
while considered reasonable as and when made by Cadeler plc and its management, and by Cadeler and its management, as the case may be,
are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied
by such forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks
and uncertainties. Neither Cadeler plc nor Cadeler undertakes any obligation to update any such statements in light of any future event
or circumstance, or to conform such statements to actual results. Past performance should not be relied upon, and is not, a guarantee
of future performance.
Many factors could cause actual future events
to differ materially from the forward-looking statements in this communication, including but not limited to: (i) the risk that the
Offer is subject to conditions, not all of which are within Cadeler plc’s control, (ii) the risk of Cadeler shareholders who
do not tender their Cadeler Shares and/or Cadeler ADSs prior to the expiration date becoming a minority shareholder of Cadeler and subject
to the squeeze-out, (iii) adverse effects on the liquidity and value of non-tendered Cadeler Shares and Cadeler ADSs, (iv) failure
to realize the expected benefits of the Redomiciliation, (v) potential disruptions in the business of the Cadeler Group, which could
have an adverse effect on its business and financial results, (vi) risks relating to the Redomiciliation triggering transaction costs
and expenses without resulting in any significant cost savings or synergies, (vii) risks related to England and Wales and the United
States being the exclusive forums for any legal proceeding, suit or action, (viii) risks related to the enforcement of judgments
of U.S. courts against Cadeler plc or its directors or officers, (ix) Cadeler plc’s dependency on dividends and other distributions
received from its subsidiaries, which may be subject to restrictions, (x) no assurance that the Offer will not be a taxable transaction
for U.S. federal income tax purposes, (xi) risks related to tax and to changes in tax laws, including as a result of the Redomiciliation,
(xii) the Cadeler Group’s limited number of vessels and its vulnerability in the event of a loss of revenue relating to any
such vessel(s), (xiii) risks inherent to Cadeler’s offshore operations, (xiv) the possibility that the utilization of
the Cadeler Group’s vessels may be lower than expected and that its backlog of contracts may fail to materialize, (xv) contractual
and non-contractual legal risks related to the Cadeler Group’s operations which may expose the Cadeler Group to financial losses
and for which the Cadeler Group may not have insurance coverage, (xvi) risks related to the ordering, construction and delivery of
newbuild vessels and upgrades of existing vessels, (xvii) failure to maintain an effective system of internal control over financial
reporting, (xviii) risks relating to technical, maintenance, transportation and other commercial services supplied to the Cadeler
Group by third parties, (xix) increased competition and volatility in demand, (xx) international, national or local economic,
social, political or geopolitical conditions and macroeconomic factors that could adversely affect the Cadeler Group, (xxi) risks
deriving from restrictive covenants and other conditions under Cadeler’s financing arrangements and financial risks arising generally
as a result of the Cadeler Group’s level of indebtedness, (xxii) risks relating to the failure to retain and recruit key personnel
and/or to labor disruptions, (xxiii) risks relating to any failure to comply with applicable laws and regulations as well as expectations
regarding environmental, social and governance as well as sustainability matters, (xxiv) risks related to Danish, Cypriot, U.K. and
U.S. taxation, (xxv) credit, interest and exchange rate risks, (xxvi) differences in the rights of shares in Cadeler plc to
be received as a result of the Redomiciliation from Cadeler Shares, (xxvii) the risk that there may not be an active trading market
for the shares in Cadeler plc, (xxviii) the risk that transfers of the shares in Cadeler plc outside the Depository Trust Company
and Euronext Securities Oslo may be subject to stamp duty or stamp duty reserve tax in the U.K., (xxix) the risk that the listing
of shares in Cadeler plc on the New York Stock Exchange and Oslo Stock Exchange may not succeed as expected, and (xxx) the ability
of certain of the Cadeler Group’s largest shareholders to influence matters requiring shareholder approval. The foregoing list of
factors is not exhaustive and the factors identified are not set out in any particular order. There can be no assurance that future developments
affecting Cadeler plc, Cadeler or the Cadeler Group will be those that the Cadeler Group has anticipated.
These forward-looking statements involve a number
of risks, uncertainties (some of which are beyond Cadeler plc's or Cadeler’s control) or other assumptions that may cause actual
results or performance to be materially different from those expressed or implied by these forward-looking statements or from historical
experience and present expectations or projections. You should carefully consider the foregoing factors and the other risks and uncertainties
that affect the Cadeler Group’s business, including those described in Cadeler’s Annual Report also published on Form 20-F
for the fiscal year ended 31 December 2025, Cadeler’s interim financial reports for the period ended 30 June 2026, Cadeler’s
stock exchange announcements published through the Oslo Stock Exchange, reports on Form 6-K and other documents filed from time to
time by Cadeler with the SEC. Cadeler plc and Cadeler wish to caution you not to place undue reliance on any forward-looking statements,
which speak only as of the date hereof. This communication and related materials speak only as of the date hereof and, except as required
by law, Cadeler plc and Cadeler are not undertaking any obligation to update or revise any forward-looking statements whether as a result
of new information, future events or otherwise.
