In March, investor HAL made a bid for Boskalis with the intention of making it a private company. Boskalis now reports it has reached agreement on the non-financial terms of the offer, but says the offer price per share is not sufficiently convincing. As such, the company leaves it to the shareholders to decide.
HAL Holding NV has launched a takeover bid of € 32.50 per share for all shares of the dredging and offshore contractor. HAL currently holds 46.2 per cent of the shares.
It is HAL’s assessment that the current public listing offers limited added value to Boskalis, and does not outweigh the costs and other disadvantages of the listing. HAL believes that given Boskalis’ business characteristics, the long-term nature of its larger projects (typically spanning multiple years) and the cyclicality of its underlying markets, Boskalis could benefit from private ownership with a long-term investment horizon and that such private ownership could also enhance merger and acquisition opportunities.
HAL says that it supports Boskalis’ existing strategy and has no intention to change its management or governance. The investor adds that it is committed to the long-term interests of Boskalis and its business, including its employees. HAL says the takeover will not result in reductions of Boskalis’ workforce.
HAL does not up offer
Since the announcement of HAL’s intention to make an offer for Boskalis, the supervisory board and the board of management of Boskalis, assisted by their advisors, have undertaken an intensive process to carefully consider all aspects of the intended offer in accordance with their fiduciary duties.
Based on these independent valuations, Boskalis has concluded that the intended offer price per share communicated by HAL is not unreasonable, but in its opinion not sufficiently convincing to recommend this price to its shareholders. Boskalis therefore entered into discussions with HAL in the past few weeks with the aim to secure an increase of the intended offer price, but did not succeed in these attempts.
Boskalis takes neutral view
Since Boskalis does not consider the intended offer price to be unreasonable, but also not sufficiently convincing to recommend the offer price to its shareholders, it has decided, in the interest of all shareholders, to present the offer with a neutral view on price, while providing the shareholders the optionality to tender the shares under the intended offer (if and when launched) if they wish to do so.
The discussions with HAL furthermore covered the non-financial covenants of the offer as laid out by HAL. On the non-financial covenants, including strategy, governance, organisation, financing and employees, an agreement has been reached for a period of four years commencing upon completion of the offer. Boskalis considers the agreement reached to be in the best interest of its stakeholders and will therefore positively present the non-financial conditions of the offer to its shareholders.
Boskalis adds that it is under no obligation to cooperate with any post-offer restructuring measures which might be proposed by HAL.
If and when HAL launches the offer, Boskalis will convene an extraordinary general meeting of shareholders (EGM) to further explain its views on the offer. Boskalis will publish its position statement in relation to the offer prior to the EGM.
Picture by Boskalis.