Reggeborgh Groep made an expression of interest to acquire remaining 36% stake in Koninklijke VolkerWessels N.V. (ENXTAM:KVW) for approximately €620 million on October 29, 2019. Under the terms of the offer, Reggeborgh Groep will pay €21.75 per share (cum interim dividend). Reggeborgh Groep reached conditional agreement on a recommended public offer to acquire remaining 36% stake in Koninklijke VolkerWessels N.V. (ENXTAM:KVW) for approximately €630 million on November 12, 2019. Under the terms of the agreement, Reggeborgh will pay €22.20 per share (cum interim dividend). On November 27, 2019 VolkerWessels will pay out an interim dividend of €0.28 per share. The residual amount of €21.92 per share will be paid upon completion of the offer. Reggeborgh shall fund the offer through a combination of its own cash reserves and third-party debt financing. Reggeborgh has entered into binding debt financing documentation with a consortium consisting of Van Lanschot and NIBC with the ability to draw down debt for an aggregate amount of €400 million. All existing employee rights will be fully respected. The required employee consultation will take place. Reggeborgh will maintain the current governance structure. After successful completion of the offer, the current Management Board will remain in place. The proposed Supervisory Board will consist of three members, of which one independent member, who for one year post closing will have a veto on certain matters set forth in the merger protocol. Closing of the transaction is subject to no material breach of the merger protocol having occurred, the AFM having approved the offer memorandum, Reggeborgh having received executed copies of resignation letters from the resigning members of the Supervisory Board, minimum acceptance level of at least 95% of the shares, which will be reduced to 85% in the event that the VolkerWessels shareholders have adopted the Asset Sale and Liquidation resolution at the extraordinary general meeting. The transaction does not require approval from the competition authorities as there will be no change of control given Reggeborgh’s current majority stake in VolkerWessels. The individual board members holding VolkerWessels shares have agreed to tender their shares under the offer. Management Board and Supervisory Board of Koninklijke VolkerWessels fully support and unanimously recommend the shareholders accept the offer and vote in favour of the resolutions relating to the offer at the upcoming extraordinary general meeting of VolkerWessels, to be held during the offer period. A special committee consisting of Jan Hommen, Sietze Hepkema and Frank Verhoeven (all independent members of the Supervisory Board of VolkerWessels), Jan de Ruiter (VolkerWessels’ Chairman of the Management Board), Jan van Rooijen (VolkerWessels’ Chief Financial Officer) and Thomas Lampe (VolkerWessels’ Company Secretary) was formed. The offer conditions will have to be satisfied or waived ultimately on June 30, 2020. The transaction is expected to close in Quarter 1 of 2020. If Reggeborgh acquires at least 95% of the shares, it is intended that VolkerWessels’ listing on Euronext Amsterdam will be terminated as soon as possible. In addition, Reggeborgh will commence statutory squeeze-out proceedings. The parties agreed that if Reggeborgh, after the post-closing acceptance period, holds less than 95% but at least 85% of the shares, it may acquire the entire business of VolkerWessels at the same price as the offer price pursuant to an asset sale, combined with a liquidation of VolkerWessels, to deliver such consideration to the remaining VolkerWessels shareholders. As per the update on March 2, 2020, the transaction is unconditional and 15.66% of the Shares are tendered under the Offer during the Offer Period until February 28, 2020. The transaction is expected to be completed on March 13, 2020. Rob van Veldhuizen, Pim Kist, Bart de Klerk and Roderick van den Hemel of ING Corporate Finance acted as financial advisor and Linklaters acted as legal advisor for Koninklijke VolkerWessels N.V. ING Bank N.V. has issued a fairness opinion to the Management Board and independent members of the Supervisory Board and ABN AMRO Bank N.V. has issued a fairness opinion to the independent members of the Supervisory Board of VolkerWessels, and both have opined that the intended offer is fair to the shareholders of VolkerWessels. Sander Neeteson, Diny de Jong,Tomas Mink, Geert van Roon and Tim Klifman of ABN AMRO has acted as independent financial advisors to the independent members of the Supervisory Board of VolkerWessels. Kempen acted as financial advisor and Allen & Overy LLP acted as legal advisor to Reggeborgh. NIBC acted as financial advisor to the shareholders of Reggeborgh. Reggeborgh Groep completed the acquisition of remaining 36% stake in Koninklijke VolkerWessels N.V. (ENXTAM:KVW) on March 13, 2020. The settlement of shares tendered during the post closing acceptance period will take place on March 18, 2020. Reggeborgh will hold 78,235,886 shares, representing approximately 97.79% of the shares of Royal VolkerWessels nv. Reggeborgh Groep will initiate statutory buy-out proceedings in order to obtain 100% shares of Royal VolkerWessels nv.