Transfer of All Shares of Seajacks to Eneti in Exchange for Subscription of Eneti’s Newly Issued Shares

Aug. 06. 2021
Marubeni Corporation

Marubeni Corporation (hereinafter, “Marubeni”), in partnership with Innovation Network Corporation of Japan, and Mitsui O.S.K. Lines, Ltd., hereby announces that on August 5, 2021, it has entered into definitive agreements with Eneti Inc. (hereinafter, “Eneti”) (NYSE:NETI) to transfer all shares of Seajacks International Limited (hereinafter, “Seajacks”), a leading offshore wind power installation provider in UK, in exchange for subscription of Eneti’s newly issued shares (the “Transaction”). The Transaction is subject to customary closing conditions.

Eneti was established under the name Scorpio Bulkers Inc. to engage in the bulk carrier business, and was listed on the New York Stock Exchange in December 2013. In August 2020, Eneti announced that it would change its business from bulk carriers to the offshore wind turbine installation business, which is expected to continue to grow on a global level. In parallel with selling approx. 50 bulk carriers, in May 2021, Eneti signed a contract with Daewoo Shipbuilding & Marine Engineering Co., Ltd. in South Korea to build one of the world's largest offshore wind turbine installation vessels. The Transaction will enable Eneti to benefit from Seajacks' strong reputation in the industry and its established relationships with key customers, backed by its proven track record and safe and efficient operation system.

Seajacks owns 5 offshore wind installation vessels and has installed more than 450 wind turbines primarily in European waters. In Asia, Seajacks was awarded offshore wind turbine installation contracts for the Formosa 1 Phase 2 project (120MW), the Formosa 2 project (376MW), the Greater Changhua project (888MW) in Taiwan and the Yangjiang Shapa project in China (300MW). Seajacks also signed a foundation and turbine installation contract for Akita Port and Noshiro Port offshore wind farm project in Akita Prefecture in Japan (139MW), which is lead by Marubeni. The Transaction will enable Seajacks to further expand its business with the addition of one of the world's largest offshore wind installation vessels with a 2,600-ton crane, and will also enable Seajacks to have access to various funds for business growth through NYSE-listed Eneti. Seajacks will continue to contribute to the growth of the offshore wind industry around the world, including in Japan, Taiwan, the United States, and Europe, as a leading offshore wind installation provider.

Marubeni will aim to enhance the corporate value of Seajacks through participating in the next phase of expansion in the fast-developing offshore wind sector as a shareholder in Eneti. Marubeni has a global track record of 112GW in executing engineering, procurement and construction (EPC) projects and owns stakes in power projects across 19 countries (including Japan) for a total net capacity of about 12GW. Also, as part of the company’s activities for enhancing sustainability, Marubeni issued the Notification Regarding Business Policies Pertaining to Sustainability in Relation to Coal-Fired Power Generation Business and Renewable Energy Generation Business in September 2018, and set the Marubeni Long-Term Vision on Climate Change in March 2021 for the purpose of contributing to solving global climate change. Marubeni will continue to expand its business activities in the renewable energy power sector.

Company Name : Eneti Inc.
Founded : 2013
Headquaters Location : Monaco
Managing Director : Emanuele A. Lauro
Website : https://www.eneti-inc.com
Business Outline  : Offshore wind power installation services
Company Name : Seajacks International Limited
Founded : 2006
Headquaters Location : Great Yarmouth, Norfolk, UK
Managing Director : Blair William Ainslie
Website : https://www.seajacks.com
Business Outline : Offshore wind power installation services and offshore services for oil and gas platforms

• September 18, 2018
Notification Regarding Business Policies Pertaining to Sustainability
(In Relation to Coal-Fired Power Generation Business and Renewable Energy Generation Business)
• March 9, 2021
The Marubeni Long-Term Vision on Climate Change: Towards Net-Zero GHG Emissions
• February 3, 2020
Implementation of Offshore Wind Farm Project at Akita Port and Noshiro Port in Akita Prefecture
and Conclusion of the Loan Agreements
• March 27, 2020
Seajacks (U.K.) Signing of Turbine Foundation Installation Contract for Offshore Wind Farm Project at Akita Port and Noshiro Port in Akita Prefecture Deployment of Large Offshore Wind Installation Vessel
• April 27, 2021
Commencement of Offshore Foundation Installation for Offshore Wind Farm Projects at Akita Port and Noshiro Port in Akita Prefecture

Forward-Looking Statements

Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “believe,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “plan,” “potential,” “may,” “should,” “expect,” “pending” and similar expressions identify forward-looking statements. We undertake no obligation, and specifically decline any obligation, except as required by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

In addition to these important factors, other important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the failure of counterparties to fully perform their contracts with us, the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and asset values, changes in demand for Wind Turbine Installation Vessel (“WTIV”) capacity, the length and severity of the ongoing novel coronavirus (COVID-19) outbreak, including its effects on demand for WTIVs and the installation of offshore windfarms thereof, changes in our operating expenses, including fuel costs, drydocking and insurance costs, the market for our WTIVs, availability of financing and refinancing, counterparty performance, ability to obtain financing and the availability of capital resources (including for capital expenditures) and comply with covenants in such financing arrangements, planned capital expenditures, our ability to successfully identify, consummate, integrate and realize the expected benefits from acquisitions and changes to our business strategy, fluctuations in the value of our investments, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption due to accidents or political events, vessel breakdowns and instances of off-hires and other factors.

Please see our filings with the Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties.

This announcement is published in order to publicly announce specific facts stated above, and does not constitute a solicitation of investments or any similar act inside or outside of Japan, regarding the shares, bonds or other securities issued by us.