Posted June 1, 2020
By Gaby de Groot and Pieter Lalkens
When the shipbuilder IHC Merwede was rescued in April, banks entered the shipyard for more than € 200 million. Rabobank in particular had to write off heavily on loans. The bank, which is also a co-shareholder of IHC, will receive nothing for its shares.
This is evident from a judgment of the commercial court Netherlands Commercial Court (NCC) published this week and from discussions with those involved.
IHC was protected from bankruptcy late last month by a coordinated rescue of incumbent shareholders, banks, an industry consortium and the central government. It was a rare rescue from a large industrial concern by the State. Although the problems of the Kinderdijk company were already present before the corona crisis, the pandemic hastened financial support from the government.
The rescue plan stipulates that the syndicate of banks will write off € 195 million in loans. In addition to the Dutch banks ING, ABN Amro, NIBC and Rabobank, the syndicate consists of various international banks. In addition, a shareholder loan of almost € 31 million has been fully written off. The lion's share of this comes from shareholder Rabo Capital, subsidiary of Rabobank.
A cash injection of € 120 million from shareholders and banks proved insufficient to support the dredger maker, which has been running losses for several years. After long and difficult negotiations, a consortium of investors was forged between HAL and MerweOord, Belgian investor Ackermans & Van Haaren and industrial group Huisman. The first three are shareholders of dredging contractors Boskalis, Van Oord and Deme, all major clients of IHC.
The State was involved in the rescue operation due to € 395 million in outstanding guarantees through credit insurer Atradius DSB. The government has now provided additional guarantees and a bridging loan.
IHC Merwede will be owned by the consortium, which has set up the IHC Continuity Foundation for this purpose. It takes over the shares for one euro from the current owners Indofin, Rabo Capital and a personnel foundation. The companies will also invest additional money in IHC. How much is unknown.
After the signing of the agreement, a bank syndicate went to court because major shareholder Indofin, the Rotterdam investment vehicle of Cees de Bruin, disagreed with a number of points. This is evident from the statement of the NCC.
For example, Indofin believed that it had been wronged because of the high consultant and accountant costs with which the banks would have saddled IHC. According to sources, this would be about € 40 million. In addition, a possible sale of the profitable IHC subsidiary IQIP would not have been sufficiently investigated.
Eventually, during the Skype hearing on May 12, Indofin turned out not to want to stop the transaction, to ensure IHC's survival. The judge subsequently ruled that the shares could be transferred to the Continuity Foundation.
However, that transfer has still not taken place. According to sources, this has to do with the final discharge that the sitting shareholders must give according to the agreement. If it is granted, legal proceedings can no longer be brought against parties that are part of the rescue.
Indofin does not want to give that final discharge. In a response, Indofin says that "the verdict provides sufficient scope for shareholders to reserve rights." According to Indofin, it was therefore unnecessary to go to court.
Source: https://fd.nl/ (Translated From Dutch)