The Blackstone Group International Partners LLP made a firm proposal to acquire 24.7% stake in NIBC Holding N.V. (ENXTAM:NIBC) for approximately €360 million on February 14, 2020. On February 25, 2020, Blackstone entered into the conditional agreement. An offer price of €9.85 per share, to be fully paid in cash on completion. The offer price will be €9.32 per share following payment of the recommended final dividend for the 2019 financial year of €0.53 per share. As of June 8, 2020, the offer per share is revised to €7.53 per share and consideration to approximately €270 million. The offer price will be €7.53 per share following payment of the recommended final dividend for the 2019 financial year of €0.53 per share. In related transactions, The Blackstone Group International Partners has launched separate private transactions with J.C. Flowers & Co to acquire 60.6% stake for €8.93 per share and with Reggeborgh Invest B.V. to acquire 14.7% stake for €9.65 per share. As a result of the transactions, Blackstone Group will acquire a 100% stake in NIBC. The transaction is funded from the equity funding provided by the Blackstone Funds. Blackstone shall finance the transaction by means of equity funding provided by the funds. The transaction has received a binding equity commitment letter from the Blackstone Funds for an aggregate amount of up to €1.304 billion, which is fully committed. The transaction is not to close or dispose of any business operated by NIBC, unless proposed by the Managing Board, and will continue to apply the names and logos of the brands of NIBC. The Managing Board remains unchanged and the Supervisory Board to continue to consist of seven people upon settlement of the offer, four current independent members and three members to be nominated by Blackstone. The head office and key corporate functions of NIBC will remain in The Hague, the Netherlands. NIBC shall be obliged to pay a termination fee of €13.6 million to Blackstone. As on July 13, 2020, The Blackstone Group International Partners LLP agreed to pay liquidated damages of €42 million to NIBC Holding N.V. and €4 million to all NIBC shareholders on a pro rata basis to their respective shareholding in NIBC Holding N.V. If Blackstone acquires at least 95% of the shares, Blackstone and NIBC intend to terminate the listing of the shares on Euronext Amsterdam as soon as possible. In these circumstances, Blackstone will commence statutory squeeze-out proceedings to obtain 100% of the shares. The transaction is subject to obtaining the required competition, regulatory clearances, the NIBC Boards not having revoked or adversely changed their recommendation, minimum acceptance level of at least 95% of the Shares, which will be reduced to 85% if the Post-Settlement Restructuring Measures are agreed between NIBC and The Blackstone Group International Partners LLP, all regulatory authorizations for the execution and implementation of the Post Settlement Restructuring Measures have been obtained and the shareholders have adopted the Post-Settlement Restructuring Measures at NIBC’s general meeting of shareholders, the Foundation not having exercised its call option, and having agreed to the termination of the call option agreement and other customary conditions. The transaction is conditional upon the offer being declared unconditional. The works council of NIBC will be consulted in connection with the transaction. The offer memorandum shall be submitted for review and approval to the Netherlands Authority for the Financial Markets. The NIBC Managing Board and the Supervisory Board unanimously and fully support the transaction and recommend the offer for acceptance to the shareholders of NIBC. As of July 13, 2020, The Blackstone Group International Partners LLP and NIBC Holding N.V. have obtained the unconditional approval of the European Commission with the transaction. As a result, all competition clearances required to close the offer have been obtained. The NIBC Managing Board and NIBC Supervisory Board fully and unanimously support and recommend the amended offer. On December 18, 2020, Blackstone Group International Partners and NIBC hereby announce that the Regulatory Clearances required to close the Offer have been obtained. A declaration of no objection from the European Central Bank for each party that will directly or indirectly acquire a qualifying holding in NIBC Bank N.V. following the offer, approval from the Dutch Central Bank on the appointment of new members of the Supervisory Board and confirmation by the Netherlands Authority for the Financial Markets that the propriety of envisaged changes in the co-policymakers of Lendex Nederland B.V., a subsidiary of NIBC has been obtained. The minimum acceptance level will be lowered from 95% to 85% of the shares. It is anticipated that the transaction will close in the second half of 2020. As of August 7, 2020, the acceptance period of the offer will commence on August 10, 2020 and will expire on October 19, 2020. NIBC will hold the extraordinary general meeting on October 7, 2020. As on October 6, 2020, the acceptance period for this offer has been extended until December 21, 2020, because the time required to obtain the Regulatory Clearances will extend beyond October 19, 2020. The offeror will announce no later than on 24 December 2020 whether it declares the Offer unconditional. Bank of America Merrill Lynch International Designated Activity Company acted as fairness opinion provider and financial advisor, Lazard B.V. acted as financial advisor and Allen & Overy LLP acted as legal advisor to NIBC Holding N.V. Morgan Stanley & Co. International plc acted as financial advisor and Clifford Chance LLP acted as legal advisor to The Blackstone Group International Partners LLP. The Blackstone Group International Partners LLP completed the acquisition of 24.7% stake in NIBC Holding N.V. (ENXTAM:NIBC) on December 21, 2020. At expiration of acceptance period, 140 million shares representing 96.25% stake of NIBC were tendered. Accordingly, the minimum acceptance level of at least 85% of the shares has been reached. All offer conditions have now been satisfied, therefore the offer has became unconditional. On January 11, 2021, Blackstone ran a squeeze out offer for remaining shares that are not yet held by Blackstone. NIBC intend to procure the delisting of the Shares on Euronext Amsterdam as soon as possible. On January 11, 2021, the post acceptance period has expired and 2.1 million shares of NIBC have been tendered under the offer, representing approximately 1.43% of the aggregate issued and outstanding share capital of NIBC. The settlement will take place on January 14, 2021. Settlement of the shares tendered during post acceptance period is completed on January 14, 2021. On February 18, 2021, NIBC will be de-listed. Ivana Cvjetkovic of Georgeson acted as information agent for Blackstone.