Posted on April 11, 2022
Reference is made to the press release by HAL dated March 10, 2022 (the ‘Initial Announcement’) in respect of the intended all-cash voluntary public offer of € 32.50 per share (cum dividend; the ‘Offer Price’) to be made by HAL for all issued and outstanding ordinary shares (the ‘Shares’) of Royal Boskalis Westminster N.V. (‘Boskalis’) (the ‘Offer’).
HAL hereby provides an update on the Offer in accordance with the provisions of Section 7, paragraph 1 sub a of the Decree, requiring a public announcement including a status update regarding an intended public offer within four weeks following its announcement.
HAL confirms that it is making good progress on the preparation of the Offer. HAL is preparing the necessary regulatory filings, including relevant filings to antitrust authorities.
Today HAL will file a request for review and approval of the offer memorandum with the AFM.
As communicated in the Initial Announcement, HAL anticipates that the Offer will be presented to Boskalis shareholders within 2 months from the date hereof and HAL expects to obtain the requisite regulatory and competition clearances in Q3 of 2022.
HAL Holding N.V.
April 7, 2022
The information in this press release is not intended to be complete. This press release is for
information purposes only and does not constitute an offer, or any solicitation of any offer, to buy
or subscribe for any securities. The distribution of this press release may, in some countries, be
restricted by law or regulation. Accordingly, persons who come into possession of this document
should inform themselves of and observe these restrictions. To the fullest extent permitted by
applicable law, HAL disclaims any responsibility or liability for the violation of any such
restrictions by any person. Any failure to comply with these restrictions may constitute a violation
of the securities laws of that jurisdiction. HAL does not assume any responsibility for any
violation of any of these restrictions. Any Boskalis shareholder who is in any doubt as to his or
her position should consult an appropriate professional advisor without delay.
Certain statements in this press release may be considered forward-looking statements. These
forward-looking statements speak only as of the date of this press release. By their nature,
forward-looking statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future, and HAL cannot guarantee the
accuracy and completeness of forward-looking statements. A number of important factors, not all
of which are known to HAL or are within its control, could cause actual results or outcomes to
differ materially from those expressed in any forward-looking statement. Potential risks and
uncertainties include, but are not limited to, receipt of the requisite regulatory and competition
clearances without unexpected delays or conditions and the response to the Offer in the market
place. HAL expressly disclaims any obligation or undertaking to publicly update or revise any
forward-looking statements, whether as a result of new information, a change in expectations or
for any other reason.
Note to shareholders in the United States
The Offer described herein is made for the Shares of Boskalis and is subject to the laws of the
Netherlands. It is important that U.S. shareholders understand that the Offer and any related offer
documents are subject to disclosure and takeover laws and regulations in the Netherlands that
may be different from those in the United States. To the extent applicable, the Offer is expected to
be made in compliance with the U.S. tender offer rules, including Regulation 14E under the U.S.
Securities Exchange Act of 1934, as amended (the ‘Exchange Act’), and the “Tier II” exemption
in respect of securities of foreign private issuers provided by Rule 14d-1(d) under the Exchange
HAL, Stichting Hyacinth and HAL’s affiliates or entities acting in concert with HAL may, from
time to time, purchase or make arrangements to purchase Shares outside of the Offer from the
time the Offer was first publicly announced until the expiration of the acceptance period of the
Offer, including purchases in the open market at prevailing prices or in private transactions at
negotiated prices, in each case, outside of the United States and to the extent permitted by Dutch
law. Any such purchases will not be made at prices higher than the Offer Price or on terms more
favourable than those offered pursuant to the Offer unless the Offer Price is increased
accordingly. Information regarding purchases of Shares outside of the Offer will be publicly
disclosed, including in the United States, in the manner described in this announcement.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission
has approved or disapproved of the Offer, passed upon the merits or fairness of the Offer, or
passed any comment upon the adequacy, accuracy or completeness of the disclosure in this public
announcement. Any representation to the contrary is a criminal offence in the United States.
Boskalis update on HAL offer
Papendrecht, 8 April 2022
Royal Boskalis Westminster N.V. (Boskalis) has taken note of the press release issued yesterday by HAL Holding N.V. (HAL). Reference is further made to HAL’s press release dated 10 March 2022 and Boskalis’ press release of the same day.
The Board of Management and the Supervisory Board of Boskalis are currently carefully considering all aspects of the proposed offer in line with their fiduciary duties. To this extent, the Board of Management has engaged AXECO Corporate Finance as its financial advisor and Freshfields Bruckhaus Deringer LLP as its legal advisor. Rabobank is acting as financial advisor to the Supervisory Board and Burggraaf & Hoekstra B.V. is acting as independent legal advisor to the Supervisory Board.
Boskalis will update the market if and when appropriate.
FOR FURTHER INFORMATION
Martijn L.D. Schuttevâer
T +31 786969310
This is a Boskalis press release on the grounds of article 17 paragraph 1 of the European Market Abuse Regulation (596/2014). This press release does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities of Royal Boskalis Westminster N.V.
Royal Boskalis Westminster N.V. is a leading global services provider operating in the dredging, maritime infrastructure and maritime services sectors. The company provides creative and innovative all-round solutions to infrastructural challenges in the maritime, coastal and delta regions of the world. With core activities such as coastal defense, riverbank protection and land reclamation Boskalis is able to provide adaptive and mitigating solutions to combat the effects of climate change, such as extreme weather conditions and rising sea levels, as well as delivering solutions for the increasing need for space in coastal and delta regions across the world. The company facilitates the development of offshore energy infrastructure, including renewable wind energy. Boskalis is furthermore active in the construction and maintenance of ports, waterways, access channels and civil infrastructure, thus helping to facilitate trade flows and regional socio-economic development. In addition, Boskalis is a global marine salvage expert and has a number of strategic partnerships in harbor towage and terminal services (Keppel Smit Towage and Smit Lamnalco). With a versatile fleet of more than 600 vessels and floating equipment and more than 10,000 employees, including associates, Boskalis is creating new horizons around the world.
This press release can also be found on our website www.boskalis.com.