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. Capitalised 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 will be made only by means of the Offer Memorandum dated June 23, 2022.
All-cash public 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 ends on September 2, 2022.
In the aggregate, HAL and Stichting Hyacinth own approximately 55.6% of the Shares (as per July 27, 2022). The Shares acquired or yet to be acquired by the Foundation will be transferred to HAL at or shortly after the end of the Acceptance Period.
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.
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.
The Offer is, among others, subject to no Material Adverse Effect having occurred. All Regulatory and Competition Clearances have been obtained. 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.
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 of the Offer Memorandum.
Expected date and time
June 27, 2022, 09:00 hours CET
Commencement of the Acceptance Period
August 24, 2022, 10:30 CET
EGM 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 of the Offer Memorandum
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
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 of Post-Acceptance Period, if any
If 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
Van Lanschot Kempen
1077 WZ Amsterdam
3011 TA Rotterdam
+31 (0) 10 313 8909