Hal Bidco has made an offer to acquire all issued and outstanding ordinary shares of Royal Boskalis Westminster.
The all-cash public offer is at an offer price of €32.50 per share, adjusted to €32.00 for the €0.50 cash dividend paid in May by Boskalis.
The offer price, prior to adjustment, represents a premium of 28% to both the pre-announcement closing price and three-month VWAP, Boskalis said.
The acceptance period runs from 27 June to 2 September, with the completion expected in the third quarter of 2022.
In the aggregate, Hal and Stichting Hyacinth owned approximately 52.9% of the shares at the announced launch of the offer, Boskalis said.
The Boskalis boards unanimously resolved to support and cooperate with the implementation of the offer, the company said.
It added that the Boskalis boards present the offer to the Boskalis shareholders with a neutral view on the offer price.
Boskalis and Hal have agreed on certain non-financial covenants, in line with Hal’s previously announced intentions, the company said.
Boskalis said that 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, while Boskalis’ works council rendered a positive advice.
The offer is, among others, subject to obtaining all regulatory and competition clearances and no material adverse effect having occurred.
The offer is not subject to a minimum acceptance threshold.
Boskalis and Hal have agreed that if the latter 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.