HAL Holding N.V.HAL Holding N.V.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 N.V. can be found below. Capitalized 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 was made only by means of the Offer Memorandum dated June 23, 2022, supplemented as announced in the joint press release dated August 29, 2022.
Transaction Highlights
All-cash public offer by the Offeror for all Shares at an offer price of € 33.00 (cum dividend) per Share (after adjustment for the € 0.50 cash dividend paid in May 2022 by Boskalis). This was the final Offer Price and represented a € 1.00 increase to the initial offer price.
The Offer Price plus the € 0.50 dividend paid by Boskalis in May 2022 represented a premium of approximately 32% to both the pre-announcement closing price and 3-month VWAP.
The Boskalis Boards unanimously recommended Shareholders to accept the Offer and concluded that the acquisition of Boskalis by HAL would be in the best interest of Boskalis, would adequately service the interests of the stakeholders of Boskalis and would contribute to the sustainable success of Boskalis. Boskalis' works council rendered a positive advice. Axeco and Rabobank issued fairness opinions.
The delisting of the Shares was effective on November 9, 2022.
As per November 23, 2022, HAL owned approximately 98.9% of the Shares.
Buy-out Proceedings
At the request of HAL, the Amsterdam Court of Appeal has ordered all Shares to be transferred to HAL against payment by HAL of € 33.00 per Share, increased with statutory interest from September 27, 2022 until the date of payment by HAL.
All holders of Shares have the opportunity to voluntarily transfer their Shares to HAL between Monday February 13, 2023, 09:00 CET and Friday February 24, 2023, 17:40 CET (securities account Euroclear Nederland – Account 29183).
Settlement of such transfer of Shares against payment of € 33.00 per Share (plus interest) is scheduled to take place on Tuesday February 28, 2023.
Subsequently, any remaining Shares will transfer to HAL by operation of law and HAL will request Euroclear Nederland to arrange for payment of the corresponding amount to the relevant former holders of Shares in accordance with the ‘Euroclear Nederland Consignatiekasprocedure’.
For the remaining shares that were not voluntarily transferred to HAL Bidco, HAL Bidco has consigned (geconsigneerd) the amount to be paid in connection with these shares with interest on March 1, 2023.
Contact details
Settlement Agent Van Lanschot Kempen Beethovenstraat 300 1077 WZ Amsterdam The Netherlands kas@kempen.com |