The Blackstone Group International Partners LLP intends to acquire 60.6% stake in NIBC Holding N.V. (ENXTAM:NIBC) from J.C. Flowers & Co. LLC for approximately €790 million on February 14, 2020. The Blackstone Group International Partners LLP signed an agreement to acquire 60.6% stake in NIBC Holding N.V. (ENXTAM:NIBC) from J.C. Flowers & Co. LLC on February 25, 2020. The offer per share is €8.93. As of May 18, 2020, the offer per share is revised to €8.40 with an adjustment of final dividend of €0.53 per share for the financial year 2019. As of June 8, 2020, the offer per share is revised to €7.53 for a total consideration of approximately €660 million. In addition, NIBC public shareholders, other than J.C. Flowers & Co and Reggeborgh Invest B.V.  would receive NIBC's final dividend of €0.53 per share for the financial year 2019, which would be paid unconditionally before settlement of the offer. Blackstone and NIBC reached conditional agreement on an amended recommended all-cash public offer of €7 per share on July 13, 2020. In related two separate deals, The Blackstone Group International Partners LLP also intends to acquire 14.6% in NIBC Holding N.V from Reggeborgh Invest B.V. and investment funds advised by The Blackstone Group International Partners LLP made a firm proposal to acquire remaining stake in NIBC Holding from other shareholders on February 14, 2020. The Blackstone Group shall finance the Transaction by means of equity funding provided by the Blackstone Funds pursuant to a binding equity commitment letter for an aggregate amount of up to approximately €1.05 billion, which equity funding is fully committed, subject to customary conditions. 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 price offered to Reggeborgh has a 2% illiquidity discount to the potential offer. In the event that a Superior Offer is made which is not matched by Blackstone, then each of Blackstone and NIBC may terminate the Merger Protocol, in which case NIBC shall be obliged to pay a termination fee of €13.6 million to Blackstone.

The Blackstone Group has agreed in the amended merger protocol to pay liquidated damages of €46 million if the offer is not made or not declared unconditional in certain circumstances, including if the required regulatory clearances are not obtained in certain instances. 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 and regulatory clearances. The transaction is conditional upon the offer being declared unconditional. The works council of NIBC will be consulted in connection with the transaction. As of May 18, 2020, The Blackstone Group, intends to submit the offer memorandum for approval to the Netherlands Authority for the Financial Markets ultimately by May 19, 2020. As of February 25, 2020, NIBC Managing Board and Supervisory Board unanimously and fully support the transaction. As of July 13, 2020, The NIBC Managing Board and NIBC Supervisory Board fully and unanimously support and recommend the amended offer. The amended offer is also supported by NIBC's two largest shareholders, J.C. Flowers & Co and Reggeborgh Invest B.V. who have irrevocably undertaken to tender theit shares in the offer. Additionally as on July 13, 2020, NIBC and Blackstone have obtained the unconditional approval of the European Commission in connection with the offer.

As a result, all competition clearances required to close the offer have been obtained. It is anticipated that the transaction will close in the second half of 2020. Bank of America Merrill Lynch International DAC acted as financial advisor and Allen & Overy acting as legal advisor for NIBC. Morgan Stanley (NYSE:MS) acted as financial advisor and Clifford Chance acted as legal counsel for Blackstone Group.

The Blackstone Group International Partners LLP completed the acquisition of 60.6% stake in NIBC Holding N.V. (ENXTAM:NIBC) from J.C. Flowers & Co. LLC on December 21, 2020. At expiration of acceptance period, 140.99 million shares representing 96.25% stake of NIBC were tendered. All conditions to the offer were satisfied making the offer unconditional. Settlement of shares will take place on December 30, 2020. Blackstone will run 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.