Boskalis Agrees to HAL’s Increased Offer of €33.00 per Share
This joint press release by Koninklijke Boskalis Westminster N.V (‘‘Boskalis’’) and HAL Holding N.V. (“HAL Holding”) is issued pursuant to the provisions of article 4, paragraph 3, article 13, paragraphs 1 and 2 and article 15, paragraph 4 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 Boskalis. This press release does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. An offer is made only by means of the offer memorandum dated 23 June 2022 (the “Offer Memorandum”). 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. Capitalised terms used but not otherwise defined in this press release have the same meaning as given thereto in the Offer Memorandum.
- HAL increases Offer Price from EUR 32.00 to EUR 33.00 (cum dividend) in cash per Share (after adjustment for the EUR 0.50 cash dividend paid in May 2022 by Boskalis) as final price
- Increased Offer Price plus the EUR 0.50 dividend paid by Boskalis in May 2022 represents a premium of approx. 32% to the closing price per Share prior to the Initial Announcement
- Boskalis Boards unanimously recommend Shareholders to accept the Offer
- Boskalis to cooperate with Post-Offer Restructuring if HAL acquires between 85% and 95% of the Shares
- AXECO and Rabobank issued Fairness Opinions that the Increased Offer Price is fair
- Acceptance Period extended until Tuesday 6 September 2022, 17:40 hours CET
Reference is made to (i) the press releases by Boskalis and HAL Holding N.V. dated 3 June 2022 in relation to the agreement on the Transaction Protocol, (ii) the press release by HAL Holding N.V. dated 24 June 2022 in relation to the launch of the Offer, (iii) the Offer Memorandum and (iv) the Position Statement.
Boskalis and HAL continued discussions on the Offer since its launch. Following the Boskalis Extraordinary General Meeting of Shareholders held on 24 August 2022, discussions were resumed and Boskalis and HAL are pleased to announce that they have reached an agreement on an addendum to the Transaction Protocol (the “Addendum”). All terms of the Offer remain the same as announced on 24 June 2022 and as set out in the Offer Memorandum, as supplemented by the Addendum and set out in this announcement.
Increase Offer Price
The Offeror hereby increases the Offer Price from EUR 32.00 to EUR 33.00 (cum dividend) in cash per Share (the “Increased Offer Price”). This is the final Offer Price.
Further details of this offer can be found on the joint press release to be found on the Boskalis website on this link