HAL Investments B.V. made an offer to acquire remaining 53.8% stake in Royal Boskalis Westminster N.V. (ENXTAM:BOKA) from Sprucegrove Investment Management Ltd, JPMorgan Chase & Co. (NYSE:JPM), Moneta Asset Management and others for €2.26 billion on March 8, 2022. HAL Investments B.V. made an offer at €32.50 per share for all the issued shares others than 46.2% it already holds. As on August 29, 2022, Offer price has been increased from €32.5 per share to €33 per share. The Offer will not be subject to a minimum acceptance threshold. HAL will finance the intended Offer from its available cash resources. The commencement of the Offer will be conditional on (i) the Dutch Authority for the Financial Markets (‘AFM') having approved the offer memorandum, (ii) trading in the Shares on Euronext Amsterdam not having been suspended or ended, (iii) no order, stay, judgment or decree having been issued prohibiting the making of the Offer, and (iv) no material adverse change having occurred. Furthermore the Offer, when made, will be subject to, among others, HAL having obtained the requisite regulatory and competition clearances and no material adverse change having occurred. As of July 1, 2022, Royal Boskalis announces that it will convene an Extraordinary General Meeting (EGM) of shareholders to be held on August 24, 2022, wherein the Board of Management and the Supervisory Board of Royal Boskalis will discuss the Offer including the financial and non-financial aspects. Boskalis Boards unanimously recommend shareholders to accept the offer. As of September 7, 2022, during the offer period 28,285,416 shares were tendered, approximately 21.9% of the issued share capital of Boskalis, increasing HAL's shareholding to 106,314,654 shares or approximately 82.2% of Boskalis and offer becomes unconditional. HAL will commence statutory buy-out proceedings to acquire the remaining shares, upon owning at least 95% of the shares. The acceptance period will run from June 27, 2022 to September 2, 2022 and the closing of the transaction is expected in the third quarter of 2022. As on August 29, 2022, Acceptance Period for tender offer has been extended to September 6, 2022. As of September 7, 2022, HAL pleased to announce that all Offer Conditions described in the Offer Memorandum have been satisfied and that the Offeror declares the Offer unconditional & a post-acceptance period commencing from September 8, 2022 till September 20, 2022, under the same terms and conditions applicable to the offer.

Kempen & Co is acting as the Foundation's financial broker. NautaDutilh is acting as HAL's legal adviser. The Board of Management has engaged AXECO Corporate Finance as its financial advisor and Freshfields Bruckhaus Deringer LLP as its legal advisor. Rabobank is acting as financial advisor to the Supervisory Board and Burggraaf & Hoekstra B.V. is acting as independent legal advisor to the Supervisory Board. Rabobank and AXECO Corporate Finance performed valuation analyses and suggested that offer price per share communicated by HAL is not unreasonable, but in its opinion not sufficiently convincing to recommend this price to its shareholders. Rabobank and AXECO also provided fairness opinion on the transaction.

HAL Investments B.V. completed the acquisition of remaining 53.8% stake in Royal Boskalis Westminster N.V. (ENXTAM:BOKA) from Sprucegrove Investment Management Ltd, JPMorgan Chase & Co. (NYSE:JPM), Moneta Asset Management and others on September 20, 2022. During the Post-Acceptance Period 17,694,837 Shares were tendered & together with the Shares already held by HAL, including Shares tendered during the Acceptance Period and Shares to which HAL is entitled (gekocht maar nog niet geleverd), this represents a total of 127,181,949 Shares or approximately 98.3% of the issued share capital of Boskalis. Settlement of the Shares tendered during the Post-Acceptance Period will take place on September 27, 2022. Boskalis and HAL will seek the delisting of the Shares from Euronext Amsterdam & Amsterdam. HAL will commence statutory buy-out proceedings to acquire the remaining Shares.