HAL Holding N.V. Publish Highlights of their Bid to Acquire Boskalis

The following statement has been published by HAL Holding N.V.

The Response by Royal Boskalis Westminster N.V. can be found on this link

Public Offer by HAL for Boskalis

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.

Transaction Highlights

• 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 runs from June 27, 2022, to September 2, 2022.
• Completion of the Offer is expected in Q3 of 2022.
• In the aggregate, HAL and Stichting Hyacinth owned approximately 52.9% of the Shares at the announced launch of the Offer.
• The Boskalis Boards unanimously resolved to support and cooperate with the implementation of the Offer.
• 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. Boskalis’ works council rendered a positive advice.
• The Offer is, among others, subject to obtaining all Regulatory and Competition Clearances and no Material Adverse Effect having occurred. 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.

Source  HAL Holding N.V.