Good morning, and welcome to Cadeler's investor presentation on its acquisition of Menck. Presenting today are Mikkel Gleerup, Chief Executive Officer, and Peter Brogaard Hansen, Chief Financial Officer. Please be reminded that the presenters' remarks today will include forward-looking statements. Actual results may differ materially from those contemplated. The risks and uncertainties that could cause the combined group's results to differ materially from today's forward-looking statements include those detailed in Cadeler's annual report on Form 20-F, on file with the United States Securities and Exchange Commission. Any forward-looking statements made this morning are based on assumptions as of today, and Cadeler undertakes no obligation to update these statements as a result of new information or future events. We ask that you please hold all questions until the completion of the formal remarks, at which time you will be given instructions for the question and answer session. This call is being recorded. If you have any objections, please disconnect at this time. Mikkel Gleerup, you may begin. Thank you very much, and thank you to everyone who is joining us here on short notice today. We are very, very pleased to inform everyone around the acquisition of Menck that we have been working on over the past month. I'm apologizing for a little bit the setup here, because we are sitting in Kalundborg at the moment in a meeting room and don't have the best light, but we are here and ready to present to our investors. Let's kick off the slide deck, please. Next slide, please. Yeah. Please read the disclaimer yourself. Today, we will give you a transaction overview, and we will also give you an introduction to what is it that we have acquired, the Menck business, and also what is our rationale, how do we see that this business is developing, and why is this important to Cadeler. Next slide, please. What is it we have done? We have entered into a deal with a value of EUR 501 million to acquire Menck. Menck is a business that works with pile driving, primarily with the hydraulic hammers, but also with grouting, drilling, tooling, and other things that is important to the Cadeler business and to our clients and our competitors as well. It's a very diverse portfolio, and it's a portfolio that is growing still, and something that is in high demand in the market. We believe that the acquisition really strengthens Cadeler's offshore installation capabilities, and also the ambition that we have as a company in the foundation space. As you have seen from yesterday's message and notification to the market, we now have a firm order with COSCO for the two T-class vessels that we raised equity for earlier during the year. As such, we are expecting that we will be operating up to five foundation projects in parallel per year. In order to do that, we are depending on having this equipment available, as are our competitors and our clients as well, hence, we believe that this is a very important strategic acquisition that we have entered into. It represents a step change for Cadeler, and we are already doing successful transport and installation on the Hornsea 3 project. It is a more complete and integrated approach that we are targeting here, where the client can reduce one further risk interface in a project, and also have the knowledge that when one has a transaction with Cadeler on a foundation project, if you have the vessel, you also have the hammer. That is something that we would like to connect and give the same redundancy to our clients as we have seen on the vessels, which I believe have been a very successful journey for us in that space. We expect that this acquisition will be accretive to Cadeler's EBITDA and multiples on a fully delivered hydraulic hammer on an order basis. I would say that this is the basis we have been buying this company on. That is really what we can see that this business will be able to do in the midterm, where we also know our own demands to this business. Hence, there is a very strong strategic rationale for this, but it is also something we expect to grow in a market that grows very solidly on the foundation side as well. Next slide, please. In terms of the transaction rationale, why are Cadeler doing this? It is really about strengthening the customer offering and the execution capabilities across the whole foundation value chain. I think if you start on the right side of the slide, Cadeler in combination with Menck will be the company in the industry that have by far installed the most piles in the world. That is, of course, knowledge that we are going to use as a company and as a combined company to benefit our clients and the industry to ensure that we can ensure better, more efficient, on-time pile driving for the industry. It is a broadened solution, where we deliver a complete and integrated approach to project execution and offshore foundations and something that has been discussed with clients. I can say on the projects we are currently discussing with clients for both A and T-class in the future, there are, I would say, two big concerns amongst the clients. One is access to the vessel, and the other one is access to the pile-driving technology. Piles become bigger and requires more sophisticated pile driving solution, more sophisticated noise reduction solutions, and this is all something that Menck is supplying. We are improving execution certainty for ourselves and for our clients. That is something we believe will have a very strong importance for the clients going forward. It is something that will differentiate us in tenders because we will be able to have an end-to-end solution for our clients. It is also the improved access to mission-critical equipment and strengthening execution resilience. We know that every foundation, every monopile that goes into the ground in the offshore environment requires a dedicated hydraulic hammer. Hence, with an ambition of operating five vessels in parallel, we will have a certain own demand of this type of technology. With our own demand alone, we believe that we are doing a deal here that is an attractive deal for us and for our investors and for the industry and our clients. We are enhancing execution certainty for the larger and the more complex offshore wind projects and also the more complex foundations that we see more and more of. I think that it is really around deploying a more efficient equipment across our projects. We believe that the company has a compelling earnings profile, and there is significant synergy potential by combining the companies. Menck sits on 50 million data points on pile driving, collected over its long history. It is a company that has more than 150 years of history. With this data, we will also be able to have a much stronger offering altogether as a combined team. It is around also capturing a larger share of the project economics across the vessels and equipment, improving utilization and project execution through greater equipment control and access, but also unlocking commercial and operational synergies across engineering, procurement, and project delivery. We believe it is a very strong and strategic and also an industrial fit. I would say that just seeing what I have received on my phone over the last couple of minutes, it is something that I think is also very much echoed by what the clients in the industry are seeing. Having access to this equipment and having enough of this equipment will be fundamentally important for the future journey of offshore wind and the steep growth in project that we are seeing as soon as we enter the next decade. Next slide, please. Yeah. Into the introduction to Menck. So what is Menck? As I said already, Menck is a plus 150-year-old company with a lot of engineering expertise. They have installed more than 2,500 piles, and they have a global presence in Europe, Asia, and the Americas. The largest hammer that is currently coming into deployment is the hammer that is called the MHU 6000W, which uses the biggest anvil, the biggest equipment sitting inside the hammer that is currently available in the market. It is a German technology leader in offshore wind foundation equipment and a very diverse portfolio across other things as well, including drilling, grouting, and lifting and handling tools, which Cadeler is also a potential client for. It is a technology leadership company, and that is something that has been generated through continuous innovation. I think it is fair to say that during our management interaction and team interaction with the company during the due diligence phase, we have been incredibly positive with what we have seen in the company and from the company in terms of how they think about engineering and innovation. It is a very cash-generative business model that is centered on rental. In many ways, the business model is similar to Cadeler's model, where we use very sophisticated equipment and we rent it out to our clients and we pool it together to create value for our clients in project execution. We believe that that is something that will be generating very attractive EBITDA margins and also something that will require limited maintenance CapEx across the years. We believe that what is really interesting about the company is really the growth ahead. I think it is fair to say that the company has been on a slow growth path in its former ownership. With Cadeler as an owner, we believe that we know the market and what the market requires. We know our own demand. We also are offering these products to our clients and to our competitors, and we can see what is out there in the market. We believe that the growth for the company will be very strong growth over the coming years, and also a very robust market position and reputation. The company has a good reputation. We are currently working with Menck on the Hornsea 3 project, where they are delivering the MHU 4400S hammer to hammer the almost 200 foundations into the ground on the Hornsea 3 project. All in all, a very strong technology-driven company that has a very strong reputation in the market. Next slide, please. For Cadeler, a lot about strengthening our foundation T&I capabilities. It is around scale and engineering complexity. We, in Menck, see up to 40,000 specially engineered components. The hammers are very large pieces of equipment that are having incredibly long lead times. If you do not have access to this equipment, you cannot just get it tomorrow. Projects that are not having a long enough reservation for the hammering technology can lose the hammers, and then the project stops because without the hammer, the vessel cannot continue to install. Menck has a proven track record. There are decades of reference projects, and as I said, access to 50 million data points on pile driving across different regions in the world, which we believe has a very high value, both to us and our clients. As we have done in the past in Cadeler with data points collected on the vessels, this is also data that we are going to put at play, together with our clients, to ensure that we have the best solutions for on-time, on-budget delivery of future foundation projects. It is a global rental fleet and service infrastructure that we are looking into. Developers, they demand immediate access to hammers that are operating, spare parts, teams, service technicians. It is really about having that equipment across the various project and ready for deployment to the projects that the equipment is working on. That journey is something that we are looking forward to embark on together with Menck to ensure that we get the best value for our clients and for our investors, with having these equipment working together, as a robust, redundant package that ensures that value that the clients are expecting. It is about continuous innovation. The company has innovated a lot on its future equipment, both in terms of noise reduction, which is something we are seeing across projects in the world, but also on the hammering technology itself, and also other technologies that we see more and more being requested by clients in tenders that we are involved in. Having all of this technology in one also means that we can do much sharper programs for our clients and much stronger commercial offerings to our clients. We believe that that will result in a bigger than fair share of market in the combination with Cadeler. Also by having the knowledge about the vessel and the hammer and integrating that, lowering mobilization, demobilization times and all of that, and really ensuring super high utilization in the combination, which we also believe will support the continued growth in both revenue and EBITDA of the company. Then of course also the deep customer relationship. The company has very longstanding relationship, also with competitors of ours and clients of ours, and we are targeting to continue to service both categories, as it has happened over the years in Menck. It's very important for us that we take part in ensuring that the equipment that is required in order to fulfill the ambitions of offshore wind is available, and that is one of the reasons that we're saying here we are taking a strategic decision because we believe the company will be very EBITDA accretive, but also it is something that needs to be available for us in order to have the best utilization of our vessels, but also for the industry and for our competitors as well. Next slide, please. A slide that looks at where are we seeing the business in Menck. It is about broadening the overall Cadeler umbrella in foundation installation offering. Hydraulic hammers is the majority of what the company is offering today in terms of revenue generation. But if we look at lifting and handling and noise mitigation, these are areas that we believe will have very strong growth together with the hammering technology. These three areas will be very strong growth areas. We see more and more noise reduction requirements on projects across the world. We see, from our own experience, a lot of lifting and handling requirements from clients, and we also see that the clients are starting to shift this from owning that equipment themselves to shifting that to contractors. Also, of course, as I've already explained on the hammers themselves. There are other areas as well, grouting, and also drilling. Drilling is one of these areas that we do see on certain projects where there is a requirement for a certain amount of drilling. This is something that we will also, in collaboration with clients, discuss whether that is something that is necessary to bring to market, to ensure successful pile driving across projects all over the world. Next slide, please. The industry's most advanced piling equipment. You can say there are two different brackets of equipment in Menck today. There are the smaller equipment, and then there are the larger equipment. The equipment on the right side, the MHU 3500S, the MHU 4400S, and the MHU 6000W, these are equipment that are mainly used in the offshore wind segment, and this is where our clear focus lies. What is important to say about this type of equipment is that from ordering a hammer or having a slot to deliver the anvil inside the hammer that we just discussed, then there will be a more than three-year period before the hammer delivers. And that is also why it is important for us that there has to be a certain, let us say, cross thinking between the vessel and the hammers. Because we are seeing a massive uptick in projects that are requiring this type of technology in combination with the vessel as we enter into the new decade. Hence, we believe that having access to this equipment is very fundamentally important for the journey that we are on. There is very scarce forging capacity in the world of this quality. The anvil for the biggest hammers, they take a year to produce. They take four to six months just to cool down after the forging process. So it is very complicated equipment. It is around capacity. We see clients are asking us for projects already out in the next decade. How do we secure the vessel, but also how do we secure the hammering technology and the noise mitigation technology? That is something that we now can work very closely with our clients, to deliver. So very strong strategic rationale behind this deal today. Next slide, please. You have seen this slide before in a different format. But as we have done from the beginning in Cadeler, we have always looked at how can we create vessel models that fit the reality of the industry. Not the perfect projects necessarily, but the reality of the industry. The reality of the industry is that there are things that go exactly to plan, and there are also things that do not go exactly to plan. There are also projects that are delayed due to supply chain constraints. There are projects that are delayed due to many different factors. We have been successful in Cadeler by offering a redundant vessel model where clients can count on Cadeler to continue to supply the vessel as long as the project goes on. We have done that successfully across several projects this year, where we have shifted the vessel from one to another and supported our clients by doing so. The ambition of the deal we have done today is to integrate the hammer into that model and ensuring the client that as long as you have a Cadeler vessel, you also have a hammer. That is the model that Cadeler will be, going forward, offering to our clients and also ensuring that we have on-time, on-budget delivery of these projects going forward, because we believe that that is fundamentally what the offshore wind industry needs. Next slide, please. I think that this is the slide where I will hand over to Peter quickly for some financial numbers that you can have an insight in as well. So over to you, Peter. Yeah. Thank you, Mikkel. We are giving you here some of the important financial KPIs for Menck. You can see here 2023 to 2025, the average total revenue have been EUR 113 million. Equipment rental revenue have been 43% of that. Contribution margin have been 60%. On rental, the contribution margin is higher, 73%, and the EBITDA margin have been 28%. Maintenance CapEx has been EUR 0.5 million per year and growth CapEx EUR 13 million per year. In 2026, the estimate is that Menck will come out for the full year, 12 months, with a total revenue of EUR 133 million. The share of rental revenue is planned to increase, and that is a decision taken by the existing Menck organization and something that we will build on for the future years. Hence, the contribution margin will also go up to 63% for 2026 because of the higher contribution margin of 74% on rental. EBITDA margin projected to be 33% and EUR 0.8 million for maintenance CapEx and EUR 25 million in growth CapEx. I think the important number here is also that if we look at medium-term financials objectives, as we have here on the right side of the slide, when we have delivered the ordered larger hammers, so we are up on a fleet of seven large hammers as compared today to three in 2029. We see a 20% CAGR over this period, with 70% equipment rental revenues here, 70% contribution margin and a 75% rental contribution margin. That gives around 50% to 55% of EBITDA margin. The average CapEx in 2027 to 2029 estimated at EUR 22 million. It is a very solid plan that supports this development because these hammers have already been ordered, and some are very well advanced in being delivered and assembled. If you look at the enterprise value to the projected midterm EBITDA, it will be below five times, which we find very attractive. Yeah. Next slide, please. Next slide. I think it is actually running. Next slide, please. That is the last slide. Okay. Okay. I thought there was a Q&A slide. I think it is also important to say, as Peter just said, that since these hammers have been ordered and are delivering, that also means that the forging slots for those hammers are occupied, and that means that you cannot get a forging slot in the same time period out there. That is also important in the case for delivering these hammers. On that note, I think we are opening up for Q&A. Thank you. At this time, we invite those analysts wishing to ask a question to click on the raise hand button, which can be found on the black bar at the bottom of your screen. You may remove yourself from the queue at any time by lowering your hand. When it is your turn, you will hear your name called and receive a prompt to be promoted. Please accept, wait a moment, and once you have been promoted, you may unmute yourself and ask your question. We encourage you to turn on your video as well. We will wait one moment to allow the queue to form. Our first question comes from Jamie Franklin from Jefferies. Please unmute your line and ask your question. Oh, hey there, guys. Hopefully you can hear me okay. Yeah. Congratulations on the transaction. We just wanted to go back on that EBITDA margin expected around 33% in 2026, and you are targeting 50% to 55% in the medium term. Can you just give us a sense of what is going to primarily drive that? It sounds like it is largely going to be the hydraulic hammers given they are 84% of the revenue contribution. Any color there would be helpful. Also just if you could give us a sense of the competitive landscape for Menck in the hammer side of the business, but also in the other areas that it operates as well, please. If you take the numbers- Yeah. I can take the landscape. Jamie, thank you for the question. We think it's a really strong business case because, and Mikkel will explain a little bit more about the competitive landscape, but we all know that there's basically two providers of these hammers where Menck is one of them. The inside of the hammer, the anvil, and the forged steel is produced at one supplier, and Menck has the available slots on these orders going into 2029. So they cannot be produced from that supplier, more hammers. We believe very strong in the demand of these hammers and given that there are a few suppliers, only two, and Menck is sitting on the available slots in that period, we think it's a very strong business case. It is basically as we have seen for Cadeler, the same dynamics, also for the finances when there come in a new vessel or there come in a new hammer, then you can contract that out and get revenue and a healthy EBITDA on that. That drives also together with the higher share of rentals instead of selling the hammers, it drives this development, positive development in revenue but also in the margins. So we believe it's more correct to look at how will this look like in medium term than focus only on the 2026 numbers. I would also like to say that we cannot consolidate the full numbers in for Menck this year. That goes without saying. I think everybody knows. But of course, we can only consolidate in the P&L from today and until 31st of December 2026. Yeah. I think that that was the competitive landscape. I think it's pretty clear, as Peter said, there's one place you can forge this internal equipment, and Menck sits on the slots and there are two suppliers of the hammers in Europe. We believe that is why we believe on the case, but also we can of course, benchmark the case we saw when we looked at the company with our own demand and then look at that. So that gives us very high degree of confidence. Great. Thank you. Just one follow-up. So obviously yesterday you announced the order for the two T-class vessels, which were originally you announced your intention for those back in March alongside a private placement. At that time, you also spoke about adding scour protection capabilities, which would expand your foundation scope. Just wondering, is that still on the table as well, or is this a sort of instead of? Oh, no. The plans and the equity raise is still intact. It has nothing to do with the deal that we are doing today. This is a fully financed deal that we have done, that it sits outside the equity raise. Hence, very pleased to be enabled to announce the T-classes yesterday because we also knew that we would get that question if the sequence had been different. But I can say on the T-class vessels that this ranks the most difficult negotiations I've been in my life. The yards are at absolute full capacity. I can say that any competitor that wants to add a vessel, they will be struggling with the same situation that we have. It is very difficult to order vessels as of today. So a very strong outcome. Okay. Thanks, guys. That took a lot of energy. Thank you, Jamie. Okay. Well, congrats guys. I will hand it over. Thanks, Jamie. Thank you. Our next question is from Martin Karlsen from DNB. Please unmute your line and ask your question. Thank you. You did a good job in terms of explaining the rationale behind the transaction from a strategic perspective, so not many questions on that. But a quick one on the medium-term outlook, and the growth you expect there. Have you assumed a similar type of growth in the non-offshore wind business of Menck? No, we have not. No. We have assumed flat development in that, and then the growth coming from the growth where there's invested in. Yeah. Which is also our clear focus for the business. Mm-hmm. Yeah. Should we basically think about the growth numbers you put up on the screen as already being secured through those larger hammers that are to be delivered? Also had the question on the future hammer deliveries of Menck that are in the large category. Is this all rental business, or is some of those straight out sale of hammers? That will all be rental business. Yeah. The growth is coming from these hammers plus noise mitigation. Yeah. But it is important to say that it is rental business because this is also why Menck, to some degree, looks like Cadeler, that we are renting out sophisticated equipment to create this value on the projects. That is also why we think that this is in our space. It is in offshore wind, and it is a model that we know very well. It is not about assembling a hammer and then selling it to the market. Mm. Good. In terms of duration on these rental contracts that have been entered into, can you talk a little bit through how a rental contract for a contractor typically works on a hammer? Is it that project specific, or is it based on a longer time period? I think it's fair to say that the hammer rental follows exactly the vessel rental. When you have a vessel, you need a hammer, and that's how it is. But what we have seen in the Cadeler standalone business without Menck, we have seen discussions with clients around how can we couple the things together and look at portfolios across different projects in different countries to ensure that we have the technology that is needed. Also to reduce this demob time that nobody benefits from. Where the vessel is just sitting in port, taking off equipment, readying to take on different equipment in another port. We see clients more and more looking at optimizing and making that more efficient, and we believe there's a lot of value to capture in that. Hence, that will also be part of our strategy, to try to optimize this integration of the technology with the vessel. I think it's fair to believe that there will be clients out there that will be taking hammers on hire for a portfolio of projects going forward. Mm. Last question in terms of hammer noise mitigation and other services you would have to rent in today. Can you give us a number on how large portion of those services that is now covered through the Menck offering? On the Cadeler side alone? Yeah. Let's say if you should do a project without having Menck in-house, you would have to rent the hammer, you have to rent the noise mitigation, and a couple of other services as well. I was just curious to try to understand how large portion of those add-on services that now is brought in-house. It's a large part, but today we don't buy lifting and handling tools from Menck, but I think that that is, of course, something that we will be investigating together with Menck when we bring the engineering capacities together to look at how can we use this engineering and innovation hub here, to become more efficient as Cadeler, to also develop this for ourself, basically. We are a big buyer of equipment. If we look at a project like Hornsea 3, for example, where we are buying a lot of equipment to handle the equipment, but also across O&M projects and stuff like that. We believe that there is a significant synergy in the combination as well. But we are still to uncover how big the synergy is and how we best bring it to market for the benefit of the industry, our clients, and Cadeler. Yeah. Thank you. I will turn it back. Thank you. Thank you. Our next question is from Thijs Berkelder from ABN AMRO. Please unmute your line and ask your question. We cannot hear you, Thijs. Sorry, we cannot hear you. I do not know what is wrong, but, Thijs, you are more than welcome to give us a ring after this call if you want to, then we can hear each other better. Sorry, but I cannot hear you. I think we should take next question. No. Because we are not able to hear Thijs. Is now better? Oh, now we can hear you. Oh, we can hear you now. Fantastic. We can hear you now, Thijs. Can you hear me? Yeah, I switched to the webcam mic now. Sorry for that. No problem. First question is on the Menck revenues in 2025. What part of these revenues has been coming from Cadeler and what from other clients? That is simple. All of it is coming from other clients. None of it is coming from Cadeler. None? None of it. From a Menck perspective, how will you prevent clients walking away from Menck because of the ownership by competitor Cadeler? Simply moving to the main competitor, who is two times as large and generating three times as much EBITDA? The other competitor is also owned by a competitor. I think that is exactly the same situation. Hence, we think that we have to document that we can handle that, and that we can create watertight bulkheads between the businesses. Menck will continue to run as a standalone company under the Cadeler umbrella. We believe that is something we can do. We believe Menck has strong client relationships already, and that it will be the offering of the product to the market that will determine where you are shopping. Yeah. HAL is the owner of Boskalis, indeed. Yes. Boskalis and IQIP are completely separate, and Boskalis is typically not pitching for monopile contracts. They are typically focused on the jacket market. That is just a comment. That is de facto not correct, Thijs, but they have just installed Sunrise Wind, and they have installed Baltic Power foundations as well, which are both monopiles. So that is de facto not correct. But I know in the industry, the industry considers IQIP as part of Boskalis. Yeah. Then a technological question. I see in the Menck product lineup only, or more or less only hydraulic hammers, not yet vibro equipment. Vibro hammers coming in quite rapidly in my view. Of course, IQIP recently introduced this now big time testing with the new innovating IQ drilling technique. What is Menck doing to counter these two technologies, which take much less noise than your current technology? Menck is working on that, and noise reduction is some of the things that we have to look at, especially in certain jurisdictions. We believe that there are good innovations on track here in Menck as well to deliver that. We have confidence in the fact that is part of the journey. It is also part of the bigger hammers, because bigger doesn't mean more noisy necessarily. It's a different technology spectrum. It's also different way that they protect from noise. Yes, it is something that we, together with the team here, will continue to look at for these jurisdictions that requires those noise levels. Yes. Okay, thanks. Those were my questions. Thank you. Thank you. We have no further questions at this time. Thank you for your participation. I will now hand the floor back to Mikkel Gleerup for any closing remarks. Thanks for everybody for joining on short notice. We are, of course, open to follow-up questions from all of you if there is anything you would like to discuss on a one-to-one basis. So, thanks for that. Have a good day. Have a-
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