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 is 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 is the final Offer Price and represents a € 1.00 increase to the initial offer price.
The Offer Price plus the € 0.50 dividend paid by Boskalis in May 2022 represents a premium of approx. 32% to both the pre-announcement closing price and 3-month VWAP.
Offer was declared unconditional on Wednesday September 7, 2022.
Post-Acceptance Period ends on Tuesday September 20, 2022, 17:40 hours CET.
The Boskalis Boards unanimously recommend 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.
HAL owns approximately 82.2% of the Shares (as per September 6, 2022), including Shares tendered during the Acceptance Period and Shares to which HAL is entitled.
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. Boskalis and HAL additionally agreed that Boskalis will cooperate with a Post-Offer Restructuring if HAL acquires between 85% and 95% of the Shares.
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