Boskalis contemplates public offer from HAL

4C Offshore | Tom Russell
By: 24/06/2022 Boskalis

 HAL Bidco B.V. (HAL), a wholly-owned subsidiary of HAL Holding N.V., announced the launch of its public offer for all issued and outstanding shares of Royal Boskalis Westminster N.V. (Boskalis).

All-cash public offer by the Offeror for all Shares at an offer price of € 32.50 (cum dividend) per Share, adjusted to € 32.00 for the € 0.50 cash dividend paid in May 2022 by Boskalis.

HAL stated the offer price (prior to adjustment) represents a premium of 28% to both the pre-announcement closing price and 3-month VWAP.

Acceptance Period runs from 27 June 2022, to 2 September 2022 with completion of the Offer is expected in Q3 of 2022.

Boskalis and HAL have agreed on certain Non-Financial Covenants, in line with HAL's previously announced intentions. HAL supports the current business strategy and endorses the ESG principles and policies of Boskalis. No changes are envisaged to the composition of the Boskalis Boards. Boskalis' works council rendered a positive advice.

HAL has been a shareholder of Boskalis since 1989. At the announced launch of the offer, HAL and Stichting Hyacinth owned approximately 52.9% of the shares.

Boskalis and HAL agreed that if HAL holds at least 95% of the Shares, Boskalis will be delisted and HAL will commence a Buy-Out. If HAL holds more than 80% but less than 95% of the Shares, HAL and the Boskalis 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 announced that it will shortly announce the date and publish the agenda of an Extraordinary General Meeting (EGM) of shareholders to be held in accordance with the provisions of the Dutch Decree on Public Takeovers. At this EGM, the Board of Management and the Supervisory Board of Boskalis will discuss the Offer including the financial and non-financial aspects. Boskalis will also publish its Position Statement regarding the Offer shortly.

In March 2022, Boskalis and its shareholders were simultaneously informed by HAL about its intentions to make the Offer, without HAL first having requested a recommendation from Boskalis. According to the March announcement from HAL, it claims Boskalis could benefit from private ownership with a long-term investment horizon, and that such private ownership could also enhance mergers and acquisitions opportunities.