HAL Holding has formally launched its touted all-cash takeover of Netherlands marine services and heavy-lift contractor Royal Boskalis Westminster, an offer which values the company at €4.2 billion (US$4.42 billion).
Boskalis’ board on Friday said it is “unanimously resolved to support and co-operate with the implementation of the offer”, but is presenting the offer to its shareholders with a neutral view on price.
The all-cash public offer for all of Boskalis’ shares has an offer price of €32.50 per share, adjusted to €32 for the 50 cents cash dividend that the contractor paid in May. The offer price (before adjustment) represents a premium of 28% to both the pre-announcement closing price and three-month volume weighted average price.
The acceptance period runs from 27 June to 2 September 2022 and completion of the offer is expected in the third quarter this year.
HAL, which currently holds 46.2% of the issued Boskalis shares, earlier said it supported Boskalis’ current strategy, and that it has no intention to change its management or governance, “and is committed to the long-term interests of Boskalis and its stakeholders, including its employees”.
HAL and Boskalis have already agreed on certain non-financial covenants and the acquiror supports the current business strategy and endorses the environmental, social and governance principles and policies of Boskalis, the latter company confirmed.
The composition of the heavy-lift contractor’s boards is expected to remain the same after the takeover.
Boskalis noted the offer is, among others, subject to obtaining all regulatory and competition clearances and no material adverse effect having occurred although it is not subject to a minimum acceptance threshold.
Boskalis and HAL have further agreed that if HAL holds at least 95% of the shares, Boskalis would be delisted, and HAL will commence a buyout.
Were HAL to hold more than 80% but less than 95% of the shares, the respective companies’ boards may consider the pros and cons of a delisting and may, but shall not be under any obligation to, consider alternative delisting structures.
Boskalis will soon announce the date and publish the agenda of an Extraordinary General Meeting of shareholders to be held in accordance with the provisions of the Dutch Decree on Public Takeovers.
At this EGM, Boskalis board of management and its supervisory board will discuss the offer including the financial and non-financial aspects. Boskalis soon will also publish its position statement regarding the offer.