UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
(Amendment No. 2)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities
Exchange Act of 1934
CADELER A/S
(Name of Subject Company)
CADELER A/S
(Name of Person Filing Statement)
American Depositary Shares, each representing
four (4) Ordinary Shares,
par value DKK 1.00 per share
(Title of Class of Securities)
12738K109
(CUSIP Number of Class of Securities)
Alexander Simmonds
Executive Vice President and Chief Legal Officer
Cadeler A/S
Kalvebod Brygge 43
DK-1560 Copenhagen
Denmark
Tel: +45 3246 3100
(Name, address and telephone number of person
authorized to receive notices and communications
on behalf of the persons filing statement)
With a copy to:
Connie I. Milonakis
Davis Polk & Wardwell London LLP
The Whittington Building
4A Frederick’s Place
London EC2R 8AB
United Kingdom
Tel.: +44-20-7418-1327
| ¨ | Check the box if the filing relates solely to
preliminary communications made before the commencement of a tender offer. |
Purpose of Amendment
This Amendment No. 2 (this
“Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission (the “SEC”) on September 22, 2026 (together with any amendments
and supplements thereto, the “Schedule 14D-9”), by Cadeler A/S, a public limited liability company incorporated
under the laws of Denmark (“Cadeler” or the “Company”). This Schedule 14D-9 relates to the
offer by Cadeler plc, a public limited liability company incorporated under the laws of England and Wales
(“NewCo”) to exchange for each outstanding share of Cadeler, with a nominal value of DKK 1.00 per share (each
referred to as a “Cadeler Share”), including Cadeler Shares represented by American Depositary Shares each
representing four (4) Cadeler Shares (which are referred to as “Cadeler ADSs”), validly tendered and
not validly withdrawn in the offer, one (1) ordinary share of NewCo, with a nominal value $1.00 per share (each referred to as
a “NewCo Share”, and such offer, on the terms and subject to the conditions and procedures set forth in the
prospectus/offer to exchange, dated September 22, 2026, and in the related letter of transmittal, together with any amendments
or supplements thereto, the “Offer”). The Offer is described in a Tender Offer Statement on Schedule TO, filed by
NewCo with the SEC on September 22, 2026, as amended from time to time.
The information in the Schedule 14D-9 is incorporated into this Amendment
by reference to all applicable items in the Schedule 14D-9, except that such information is hereby amended and supplemented to the extent
specifically provided herein. Capitalized and other terms used, but not otherwise defined, in this Amendment have the meanings ascribed
to them in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION
Item 8 of the Schedule 14D-9 is hereby amended and supplemented as
follows:
“Completion of the Offer
At
5:00 p.m., Eastern time, on October 28, 2026, the Offer expired as scheduled and was not extended. Based on the preliminary count of
the Offer tenders, the Offeror was advised that, as of the expiration of the Offer, a total of 355,254,085 Cadeler Shares (which
include 11,156,931 Cadeler Shares represented by Cadeler ADSs) were validly tendered and not validly withdrawn in the Offer,
representing approximately 92.02% of the total number of issued and outstanding Cadeler Shares at such date and time (excluding
treasury shares). The number of Cadeler Shares validly tendered and not validly withdrawn in the Offer satisfied the Minimum
Condition.
Subject
to confirmation of the final results of the Offer, the Offeror will accept for exchange and promptly exchange all Cadeler Shares validly
tendered and not validly withdrawn in the Offer.
On
October 29, 2026, Cadeler issued a stock exchange announcement announcing the expiration and preliminary results of the Offer. A copy
of the stock exchange announcement is attached as Exhibit (a)(5)(ix) hereto and incorporated by reference herein.”
ITEM 9. EXHIBITS
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by
adding exhibit (a)(5)(ix) as follows:
| Exhibit No. |
|
Description |
| (a)(5)(ix) |
|
Announcement
by Cadeler regarding the preliminary results of the Offer, dated October 29, 2026 (incorporated by reference to Cadeler’s filing
on Form 6-K on October 29, 2026) |
SIGNATURE
After due inquiry and to
the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| |
Cadeler A/S |
| |
|
| |
By: |
/s/ Alexander Simmonds |
| |
|
Name: Alexander Simmonds |
| |
|
Title: Authorised Signatory |
Dated: October 29, 2026
