Posted on September 22, 2022
This joint press release by Koninklijke Boskalis Westminster N.V. (“Boskalis“) and HAL Holding N.V. is issued pursuant to the provisions of article 17, paragraph 4 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft) 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 has been 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.
- Settlement of the Shares tendered during the Post-Acceptance Period will take place on 27 September 2022
- Boskalis and HAL will seek the delisting of the Shares from Euronext Amsterdam
- HAL will commence statutory buy-out proceedings to acquire the remaining Shares
During the Post-Acceptance Period that expired at 17:40 CET today, 17,694,837 Shares were tendered under the Offer representing approximately 13.7% of the issued share capital of Boskalis. Together with the Shares already held by HAL, including Shares tendered during the Acceptance Period and Shares to which HAL is entitled (gekocht maar nog niet geleverd), this represents a total of 127,181,949 Shares or approximately 98.3% of the issued share capital of Boskalis.
Settlement Post-Acceptance Period
Settlement of the Shares tendered during the Post-Acceptance Period will take place on 27 September 2022. On that date, the Offeror will pay the Offer Price of EUR 33.00 (cum dividend) in cash for each Share validly tendered during the Post-Acceptance Period (or defectively tendered, if the Offeror accepts such defective tender) and transferred (geleverd) to the Offeror, on the terms set out in the Offer Memorandum.
Delisting and Buy-Out
As a result of HAL holding more than 95% of the Shares, Boskalis and HAL will seek to procure the delisting of the Shares from Euronext Amsterdam. Boskalis will announce further details on the delisting in due course.
In the fourth quarter of 2022, HAL will commence statutory buy-out proceedings to acquire the remaining Shares.
Reference is made to sections 5.9(b) (Buy-Out, Delisting and amendment of the Articles of Association as per Delisting) and 5.10(a) (Liquidity and market value; Delisting) of the Offer Memorandum.