Cadeler A/s · OSL:CADLR
Cadeler A/s — Merger or Acquisition (November 2023)
32 slides from Cadeler A/s's merger presentation, Nov 8, 2023
Slide 1: Investor presentation
Investor presentation 8 November 2023
Slide 2: Important information (1/2)
Important information (1/2) Important Additional Information Will be Filed with the SEC Cadeler A/S (“Cadeler”) commenced an offer to exchange all of the issued and outstanding shares of Eneti Inc. (“Eneti”) for shares or American Depositary Shares (“ADSs”) representing shares in Cadeler on 7 Novemb
Slide 3: Important information (2/2)
Important information (2/2) Forward-Looking Statements This communication includes forward-looking statements within the meaning of the federal securities laws (including Section 27A of the United States Securities Act of 1933, as amended, the “Securities Act”) with respect to the proposed transacti
Slide 4: Agenda
Agenda 1) Introduction to Cadeler 2) Combination overview 3) Company and financial update 4) Market outlook
Slide 5: Leading supplier in the offshore wind industry
Leading supplier in the offshore wind industry State-of-the-art-fleet and strong operational track record 6 offshore wind jack-up vessels capable of installing 8.3 GW • Established in 2008 and operated under Swire Blue Ocean from +20 MW next generation turbines Installed since establishment3 2010 –
Slide 6: Strong strategic focus underpinning Cadeler's success
Strong strategic focus underpinning Cadeler’s success Combination with Eneti supporting strategy through scale and enhanced capabilities Transformational combination with Eneti Widened business scope building scale, fleet diversity and as a full-service T&I provider in the capabilities at a time whe
Slide 7: Transformational strategic combination with Eneti
Transformational strategic combination with Eneti Creating a approx. €1bn market cap. company dual listed in Oslo and New York with unique fleet and capabilities Stronger together F-Class O-Class 2 (foundation) 2 NG-16000X X-Class Number of 2 2 Creating a vessels NG-16000X larger and more diversifie
Slide 8: Agenda
Agenda 1) Introduction to Cadeler 2) Combination overview 3) Company and financial update 4) Market outlook
Slide 9: Merger transaction rationale
Merger transaction rationale Strengthening value proposition to our clients at a critical point in the offshore wind development Demand outlook and activity level remain strong Value chain bottlenecks drive demand and projects terms are firming for larger companies with bigger and more diverse fleet
Slide 10: Demand outlook and activity remain strong
Demand outlook and activity remain strong Demand growth remains high Backlog continues to strengthen2 Project terms remain compelling3 c.43% annual global GW demand growth Up c.67% in Q4 2023 (€m) (excl. China)1 Oct. 24, 2023 - Eneti Inc. Signs Installation Contract for ~$350k / 71 day newbuild WTIV
Slide 11: Value chain bottlenecks drive demand for larger companies
Value chain bottlenecks drive demand for larger companies Announced wind capacity has never been higher, yet the industry is facing significant headwinds Source: Financial Times, Reuters, OffshoreWIND, Bloomberg, The Economist, reNEWS
Slide 12: Combined company uniquely placed to address industry challenges
Combined company uniquely placed to address industry challenges Operating one of the most diversified fleet in the sector strengthening client value proposition # of capable wind turbine and foundation installation vessels1 Selected scale & diversification benefits ✓ Right vessel for the right proje
Slide 13: Transaction to accelerate growth by 2 - 3 years
Transaction to accelerate growth by 2 - 3 years Increased open capacity to unlock value for our clients in a period with higher likelihood of project slippage Modern, high-quality fleet fully delivered by 2026 # of days not contracted 2024-20264 # Name Built / Main Hook Turbine 2023 2024 2025 2026 2
Slide 14: Clear pathway to realize substantial synergies
Clear pathway to realize substantial synergies Post-merger integration planning is on track – estimated annual synergy potential unchanged Corporate & financing synergies: • Reduced corporate cost • Reduced management cost ~€18 million1 • Optimized hiring plan • Improved financing terms ~€106 millio
Slide 15: Market dynamics between floaters and jack-ups
Market dynamics between floaters and jack-ups Highly capable jack-up vessels can operate efficiently in both the foundation and WTG installation spaces. This opens up for highly attractive scopes and increases optionality in markets with expected tightness in supply • Stricter operational limits for
Slide 16: Optimizing installation and utilization with a bigger fleet
Optimizing installation and utilization with a bigger fleet A large and versatile fleet offers many ways to optimize installation and utilization and thereby reduce risk for clients and increase earnings Illustrative s-curve for various installation approaches Scale advantages 100 Standard installat
Slide 17: Improving mob/demob efficiency to reduce cost and improve utilization
Improving mob/demob efficiency to reduce cost and improve utilization Cross utilization of equipment, sea fastenings and tooling can significantly reduce project costs, by minimising time and materials used during mobilisation and de-mobilisation between projects ✓ Add further operational days and b
Slide 18: Significant operating leverage towards the offshore wind market
Significant operating leverage towards the offshore wind market Fleet combination creates significant earnings potential Illustrative simplified pro-forma capitalization Illustrative fully-delivered annual EBITDA contribution, before SG&A3) (€m) Last announced €m Cadeler Eneti Post-deal contract Ene
Slide 19: CAPEX program expected to be fully funded in the near term
CAPEX program expected to be fully funded in the near term Cadeler has experienced strong interest from banks to finance the CAPEX program ~Upcoming and recently secured Cadeler CAPEX and business combination funding CAPEX program1 and planned Cadeler financing (€m) Expected signed before YE 2024. •
Slide 20: Increased investor access through larger market cap and dual listing
Increased investor access through larger market cap and dual listing Expanded investor attention and enhanced trading liquidity as a result of greater market capitalization Market capitalization (€m1)) ✓ Broader investor base and enhanced research coverage as a result of dual listing +67% ✓ Improved
Slide 21: Expiration of the Offer 7 December 2023
Expiration of the Offer 7 December 2023 The Exchange Offer Key dates • Cadeler is offering for each outstanding share of Eneti Common Stock validly tendered and not validly Event Calendar date withdrawn in the Exchange Offer 0.85225 Cadeler ADSs, each one (1) ADS representing four (4) Cadeler Shares
Slide 22: Agenda
Agenda 1) Introduction to Cadeler 2) Combination overview 3) Company and financial update 4) Market outlook
Slide 23: Executing newbuild program
Executing newbuild program Good progression according to plan • Overall progress is as per our expectations with X1 & X2 under construction and F1 commencing at COSCO shipyard, (Qidong) • Cadeler local site supervision team presently consists of 22 FTE and is following the intended manning plan rela
Slide 24: Executing O-Class crane project
Executing O-Class crane project Preparation and planning on track, according to plan Team – (fully operational) • Cadeler Team including Site Team is in place • “Rehearsal of Concept” has been carried out with all major project stakeholders simulating demobilization/mobilization work of old and new
Slide 25: Consolidated P&L for H1 2023 / 2022
Consolidated P&L for H1 2023 / 2022 EUR ‘000 H1 2023 H1 2022 Revenue 67,773 43,038 Cost of sales -25,222 -23,416 Gross profit /(loss) 42,551 19,622 Administrative expenses -13,112 -7,009 Operating profit / (loss) 29,439 12,613 Finance net 150 -2,810 Profit / (loss) before income tax 29,589 9,803 Inc
Slide 26: Consolidated Balance Sheet for H1 2023 / 2022
Consolidated Balance Sheet for H1 2023 / 2022 EUR ‘000 H1 2023 H1 2022 Non-Current Assets 617,171 507,164 Cash and Cash Equivalents 19,052 114 Other Current Assets 61,972 15,695 Total Assets 698,195 522,973 Equity 563,827 417,712 Non-current Liabilities 125,233 37,695 Current Liabilities 9,135 67,56
Slide 27: Agenda
Agenda 1) Introduction to Cadeler 2) Combination overview 3) Company and financial update 4) Market outlook
Slide 28: Global ex China Offshore Wind Outlook
Global ex China Offshore Wind Outlook Journey to 2030 – Spinergie offshore wind growth projections Global ex China New Installed Capacity (GW) 2023 - 2030 • Massive 767% growth of installed capacity expected by Spinergie from 400 2022 to 2030. CAGR of 29% over that span Announced 8 year Incremental
Slide 29: Capacity growth enabled by next generation turbines
Capacity growth enabled by next generation turbines Developers are opting for ever larger turbines which again require larger, high-capacity installation vessels Expected size development of WTGs Technology innovation impacting fleet dynamics • Offshore wind has grown rapidly in recent years with ca
Slide 30: Bigger turbines are driving bigger projects
Bigger turbines are driving bigger projects Larger turbine size is a key driver in development of the larger scale offshore wind farms going forward Offshore wind farms by commissioning year, turbine size and windfarm capacity 22 20 18 16 14 Turbine size (MW) 12 Americas 10 Asia 8 Europe 6 4 2 0 200
Slide 31: Venturing into deeper waters farther from shore
Venturing into deeper waters farther from shore Offshore wind projects are expected to continue to move to deeper sites farther from shore. Longer legs and carrying capacity thus increases value as competitive parameters for turbine and foundation installation vessels Forecasted vessel supply vs. de
Slide 32: Supply and demand imbalance
Supply and demand imbalance The offshore wind industry is likely to become constrained by the availability of capable vessels to install, operate and maintain new and existing turbines and foundations Forecasted vessel supply vs. demand ex. China WTG installation vessel supply vs. demand Foundation