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425 ·Filed Oct 29, 2026

CDLR

Cadeler A/S
NEUTRAL
Impact 5/10
Horizondays Processed6d 14h ago SEC0001104659-26-119837
Rule 425 M&A communications
Actionable Insight • Neutral

The redomiciliation is proceeding with strong shareholder support. Watch for final results by November 2, 2026, and the commencement of trading of NewCo shares on November 5, 2026. The squeeze-out process for remaining holders and potential dividend distributions from the Cadeler Group to Cadeler plc within 12 months are key follow-up events.

DirectionNeutral
Confidencehigh
Horizondays

How the stock moved after the report

⚠ Clustered NEUTRAL VIEWSTOCK ABOVE ENTRY AT T+1
Entry
$26.69
T+0 close · Oct 29, 2026 · via day close
Latest settled
+7.76%
T+1 · $28.76 · next T+5 in 11h
vs SPY
+9.53%
α at T+1
Latest observation
+7.61%
T+2 · FF3 residual α
  1. T+0 · Oct 29 $26.69entry
  2. T+1 · 6d ago +7.76%α +9.53% · $28.76
  3. T+4 · todayOpen
  4. T+5 · in 11h Pending
  5. T+20 · in 22d Pending
  6. T+60 · in 3mo Pending

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Executive Summary

Cadeler plc announced preliminary results of its exchange offer to redomicile Cadeler A/S from Denmark to the UK, with 355,254,085 shares (92.02% of outstanding) validly tendered, exceeding the 90% minimum condition. The offer is now closed, and the deal is expected to settle on or around November 4, 2026, with trading of NewCo shares on NYSE and OSE commencing on or around November 5, 2026. Cadeler plc will initiate a cash squeeze-out for remaining non-tendering holders, funded by a EUR 220 million bridge facility from DNB Bank ASA.

Key Facts

  • 355,254,085 Cadeler Shares validly tendered, representing 92.02% acceptance rate
  • Offer period expired October 28, 2026; minimum 90% condition satisfied
  • Settlement expected on or around November 4, 2026
  • Trading of Cadeler plc shares on NYSE and OSE expected on or around November 5, 2026
  • Cadeler ADSs on NYSE to be suspended before market open on or around November 5, 2026, with delisting 10 days later
  • Cadeler plc intends to initiate compulsory acquisition (squeeze-out) for remaining shares for cash under Danish Companies Act
  • EUR 220 million bridge facility from DNB Bank ASA backs potential cash squeeze-out
  • Final results expected on or prior to November 2, 2026

Financial Impact

Transaction valued at approximately $2.38 billion based on September 15, 2026 ADS reference price (from prior cross-filing context). EUR 220 million bridge facility for squeeze-out financing.

share countliquiditycorporate structure

Risk Factors

  • Preliminary results subject to verification; final acceptance rate may adjust slightly
  • Squeeze-out process may face legal challenges from non-tendering minority shareholders
  • Repayment of the EUR 220 million bridge facility may require upstream dividends or a private placement, potentially affecting cash flows
  • Delisting of Cadeler ADSs and OSE shares could reduce liquidity for non-tendered holders

Market Snapshot

Exchange
NYSE
Sector
Deep Sea Foreign Transportation of Freight
Analyst Consensus
75% bullish (16 analysts)

Investment Themes

Industrials & Manufacturing

Documents Analyzed

This report is based on 4 SEC documents filed with EDGAR.

DocumentAccession Number
425 Filing (Primary)0001104659-26-119837
Document: 0001104659-26-119837-index-headers.html0001104659-26-119837
Document: 0001104659-26-119837-index.html0001104659-26-119837
Document: 0001104659-26-119837.txt0001104659-26-119837
44 reports for CDLR
Performance horizon
70% Hit rate @ T+1 7 of 10 bullish or bearish reports Went positive at some point 8 of 10 best @ T+20▲ +19.25%Mar 31, 2026
Filters
Rows
Reports for CDLR, sortable and filterable
TypeNow
Nov 4, 2026
today
SC 13D/A
NEUTRAL ★ 4/10
$26.05awaiting T+1awaiting T+1$25.60 (−1.73%)
Nov 4, 2026
today
6-K
NEUTRAL ★ 1/10
$25.94awaiting T+1awaiting T+1$25.60 (−1.31%)
Nov 4, 2026
today
6-K
NEUTRAL ★ 4/10
$26.99awaiting T+1awaiting T+1$25.60 (−5.15%)
Nov 3, 2026
1d ago
6-K
NEUTRAL ★ 4/10
$25.60 $25.84▲ +0.94%▼ −0.71%$25.60 (+0.00%)
Nov 3, 2026
1d ago
6-K
NEUTRAL ★ 2/10
$25.60 $25.84▲ +0.94%▼ −0.71%$25.60 (+0.00%)
Nov 2, 2026
2d ago
SC TO-T/A
MIXED ★ 7/10
$27.50 $25.60▼ −6.91%▼ −7.21%$25.60 (−6.91%)
Nov 2, 2026
2d ago
425
NEUTRAL ★ 5/10
$27.50 $25.60▼ −6.91%▼ −7.21%$25.60 (−6.91%)
Nov 2, 2026
2d ago
6-K
NEUTRAL ★ 6/10
$27.50 $25.60▼ −6.91%▼ −7.21%$25.60 (−6.91%)
Oct 29, 2026
6d ago
SC 14D-9/A
NEUTRAL ★ 5/10
$26.69 $28.76▲ +7.76%▲ +9.53%$25.60 (−4.08%)
Oct 29, 2026
6d ago
SC TO-T/A
MIXED ★ 7/10
$26.69 $28.76▲ +7.76%▲ +9.53%$25.60 (−4.08%)
Showing 10 of 44

US Market Status

Market Closed · Opens Fri (13h 11m)

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Report published Oct 29, 2026