HAL Trust : launches all-cash offer for all issued and outstanding ordinary shares of Boskalis
06/24/2022 | 04:46am EDT
This press release is issued by HAL Holding N.V. pursuant to the provisions of article 10, paragraph 3 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft) (the 'Decree') in connection with the public offer (the 'Offer') by HAL Bidco B.V. (the 'Offeror'), a direct wholly-owned subsidiary of HAL Investments B.V., for all the issued and outstanding ordinary shares in the capital of Koninklijke Boskalis Westminster N.V. ('Boskalis'). This press release does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. Any offer will be made only by means of the offer memorandum dated June 23, 2022 (the 'Offer Memorandum'), which is available as of today. This press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, in any jurisdiction in which such release, publication or distribution would be unlawful.
HAL LAUNCHES ALL-CASH OFFER FOR ALL ISSUED AND OUTSTANDING ORDINARY SHARES OF BOSKALIS
All-cashpublic offer by the Offeror for all Shares at an offer price of € 32.50 (cum dividend) per Share, adjusted to € 32.00 for the € 0.50 cash dividend paid in May 2022 by Boskalis.
The offer price (prior to adjustment) represents a premium of 28% to both the pre- announcement closing price and 3-month VWAP.
Acceptance Period runs from June 27, 2022, to September 2, 2022.
Completion of the Offer is expected in Q3 of 2022.
In the aggregate, HAL and Stichting Hyacinth own approximately 52.9% of the Shares.
The Boskalis Boards unanimously resolved to support and cooperate with the implementation of the Offer.
The Boskalis Boards present the Offer to the Boskalis Shareholders with a neutral view on the Offer Price.
Boskalis and HAL have agreed on certain Non-Financial Covenants, in line with HAL's previously announced intentions. HAL supports the current business strategy and endorses the ESG principles and policies of Boskalis. No changes are envisaged to the composition of the Boskalis Boards. Boskalis' works council rendered a positive advice.
HAL HOLDING N.V.
5, AVENUE DES CITRONNIERS, MC 98000 MONACO
Commercial registry Curaçao 46339
TEL: (377) 92 16 75 79 FAX: (377) 93 25 54 34
The Offer is, among others, subject to obtaining all Regulatory and Competition Clearances and no Material Adverse Effect having occurred. The Offer is not subject to a minimum acceptance threshold.
If the Offeror declares the Offer unconditional, it may, but is not under any obligation to, announce a Post-Acceptance Period.
Boskalis and HAL agreed that if HAL holds at least 95% of the Shares, Boskalis will be delisted and HAL will commence a Buy-Out.
If HAL holds more than 80% but less than 95% of the Shares, HAL and the Boskalis Boards may consider the pros and cons of a delisting and may, but shall not be under any obligation to, consider alternative delisting structures.
With reference to the publication of the Offer Memorandum today, the Offeror announces that it is making a public offer to all holders of issued and outstanding ordinary shares in the capital of Boskalis (each a 'Share') to purchase for cash their Shares at an offer price of € 32.00 (cum dividend) per Share. The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Memorandum. Capitalised terms used but not otherwise defined in this press release have the same meaning as given thereto in the Offer Memorandum.
On March 10, 2022, HAL Holding published the Initial Announcement announcing the intended public offer by a wholly-owned subsidiary of HAL Holding for all the Shares at an offer price of
32.50 (cum dividend) in cash per Share. On May 12, 2022, the General Meeting resolved on a cash dividend of € 0.50 per Share. As a result, the offer price as announced in the Initial Announcement has been reduced by € 0.50 per Share.
Accordingly, Shareholders tendering their Shares under the Offer will be paid an amount in cash of € 32.00, cum dividend, without interest and subject to any required withholding of taxes under Law (the 'Offer Price') in consideration for each Tendered Share that is transferred (geleverd) to the Offeror.
As announced by Boskalis on June 3, 2022, the Boskalis Boards have concluded that the Offer Price is not unreasonable but also not sufficiently convincing to recommend the Offer Price to the Shareholders and the Boards therefore present the Offer to the Shareholders with a neutral view on the Offer Price.
The Offer values 100% of the Shares at approximately € 4.1 billion. The Offer Price as announced in the Initial Announcement represents a premium of approximately 28% to the closing price per Share on Euronext Amsterdam on March 9, 2022, (the last trading date prior to the Initial Announcement) and to the volume-weighted average closing price per Share on Euronext Amsterdam for the three month period prior to and including March 9, 2022.
Support and Cooperation Boskalis with the Offer
The Boards, without the participation of Mr. J.N. van Wiechen, unanimously:
approved and consented to the entering into by Boskalis of the Transaction Protocol and the performance by Boskalis of its obligations thereunder; and
resolved to, subject to the provisions of the Transaction Protocol, support and cooperate with the implementation of the Offer and the transactions contemplated in connection therewith and, after the Settlement Date, continue to manage and supervise Boskalis and cooperate with HAL in order to progress the sustainable success of the business of the Boskalis Group and to create long-term value.
Acceptance Period and Indicative Timetable
The Acceptance Period will commence on June 27, 2022, at 09:00 hours CET and will expire on September 2, 2022, at 17:40 hours CET, unless the Offeror extends the Acceptance Period in accordance with section 4.9 (Extension of the Acceptance Period) of the Offer Memorandum.
Expected date and time
June 27, 2022, 09:00 hours CET
Commencement of the Acceptance Period
At least six Business Days before the
EGM of Boskalis to discuss the Offer in accordance
with article 18, paragraph 1 of the Decree
September 2, 2022, 17:40 hours CET
Deadline for Shareholders wishing to tender Shares
during the Acceptance Period, unless the Acceptance
Period is extended in accordance with section 4.9
(Extension of Acceptance Period) of the Offer
No later than three Business Days after the Closing Date
The date on which the Offeror will publicly announce, in accordance with article 16 of the Decree, whether the Offer is declared unconditional (gestand wordt gedaan)
No later than five Business Days after the Unconditional Date
The date on which, in accordance with the terms and conditions of the Offer, the Offeror will acquire each Tendered Share against payment of the Offer Price
No later than three Business Days after the Unconditional Date
Announcement ofPost-AcceptancePeriod, if anyIf the Offer is declared unconditional, the Offeror may announce a Post-Acceptance Period of no more than two weeks, in accordance with article 17 of the Decree
Acceptance of the Offer and Tender
Shareholders holding their Shares through an Admitted Institution are requested to make their acceptance known through their custodian, bank or stockbroker no later than by the Closing Time, being 17:40 hours CET on September 2, 2022, unless the Acceptance Period is extended. The relevant custodian, bank or stockbroker may set an earlier deadline for communication by Shareholders in order to permit the custodian, bank or stockbroker to communicate the acceptances to the Settlement Agent in a timely manner. Accordingly, Shareholders should contact such financial intermediary to obtain information about the deadline by which such Shareholder must send instructions to the financial intermediary to accept the Offer and should comply with the dates and times set by such financial intermediary, as such dates and times may differ from the dates and times noted in the Offer Memorandum. Although under normal circumstances the relevant Admitted Institution will ensure that Shares tendered under the Offer are transferred to the Offeror, if so instructed by the Shareholder, Shareholders are advised that each Shareholder is responsible for the transfer of such Shares to the Offeror. Reference is made
to section 4.3(a) (Acceptance of the Offer and tender through an Admitted Institution) of the Offer
Shareholders individually recorded in Boskalis' shareholders' register wishing to accept the Offer in respect of their Shares must deliver a completed and signed acceptance form to the Settlement Agent. Completed acceptance forms should be received by the Settlement Agent prior to the Closing Time. The acceptance forms are available upon request from the Settlement Agent.
Extension of the Acceptance Period
The Offeror may, in accordance with article 15 of the Decree, extend the Acceptance Period once by no less than two weeks and no more than ten weeks calculated from the initial Closing Date. Reference is made to section 4.9 (Extension of the Acceptance Period) of the Offer Memorandum for other circumstances in which the Offeror may extend the Acceptance Period.
If the Acceptance Period is extended, a public announcement to that effect will be made ultimately on the third Business Day following the initial Closing Date in accordance with the provisions of article 15, paragraphs 1 and 2 of the Decree. If the Offeror extends the Acceptance Period, the Offer will expire on the latest time and date to which the Offeror extends the Acceptance Period.
During an extension of the Acceptance Period, Shares previously tendered and not withdrawn in accordance with section 4.6 (Withdrawal rights) of the Offer Memorandum will remain tendered under the Offer. Shares tendered during the extension of the Acceptance Period cannot be withdrawn, subject to the withdrawal rights set forth in section 4.6 (Withdrawal rights) of the Offer Memorandum.
Declaring the Offer Unconditional
The obligation of the Offeror to declare the Offer unconditional is subject to the satisfaction or waiver of the Offer Condition in accordance with section 5.5 (Offer Conditions, waiver and satisfaction) of the Offer Memorandum. If the Offeror (wholly or partly) waives any Offer Condition, the Offeror will inform the Shareholders as required by Law.
No later than on the third Business Day following the Closing Date, the Offeror will determine whether the Offer Conditions have been satisfied or waived. The Offer Conditions include, among others, (i) the Regulatory and Competition Clearances having been obtained and (ii) no