Relevant information and documents in connection with the voluntary public offer by HAL Bidco B.V. (a wholly-owned subsidiary of HAL Holding N.V.) to acquire all issued and outstanding ordinary shares of Royal Boskalis Westminster N.V. can be found below. Capitalized terms have the meaning as given thereto in the Offer Memorandum. This web page does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. Any offer was made only by means of the Offer Memorandum dated June 23, 2022, supplemented as announced in the joint press release dated August 29, 2022.
All-cash public offer by the Offeror for all Shares at an offer price of € 33.00 (cum dividend) per Share (after adjustment for the € 0.50 cash dividend paid in May 2022 by Boskalis). This was the final Offer Price and represented a € 1.00 increase to the initial offer price.
The Offer Price plus the € 0.50 dividend paid by Boskalis in May 2022 represented a premium of approximately 32% to both the pre-announcement closing price and 3-month VWAP.
The Offer was declared unconditional on Wednesday September 7, 2022. The Post-Acceptance Period ended on Tuesday September 20, 2022. HAL owned approximately 98.3% of the Shares as per September 20, 2022, including Shares tendered during the Acceptance Period and Post-Acceptance Period and Shares to which HAL was entitled.
The Boskalis Boards unanimously recommended Shareholders to accept the Offer.
AXECO and Rabobank issued Fairness Opinions that the Offer Price is fair.
The Boskalis Boards unanimously concluded that the acquisition of Boskalis by HAL would be in the best interest of Boskalis, would adequately service the interests of the stakeholders of Boskalis and would contribute to the sustainable success of Boskalis. Boskalis' works council rendered a positive advice.
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.
Members of the Boskalis Boards tendered their Shares under the Offer.
The delisting of the Shares was effective on 9 November, 2022 (last trading day 8 November, 2022). HAL has commenced statutory buy-out proceedings.
As per November 23, 2022, HAL owned approximately 98.9% of the Shares.
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