HAL has declared its offer for all outstanding shares of Boskalis unconditional at EUR 33.00 and has so far accumulated about 82.2 per cent of all shares. The investor intends to turn Boskalis into a private company as soon as it has 95 per cent of the shares.
During the acceptance period, 28,285,416 shares were tendered under the offer representing an aggregate value of EUR 933 million and approximately 21.9 per cent of the issued share capital of Boskalis. Together with the shares already held by HAL, including shares to which HAL is entitled (bought but not yet in possession), this represents a total of 106,314,654 shares or approximately 82.2 per cent of the issued share capital of Boskalis.
Since HAL first announced the intended public offer on 10 March 2022, 46,589,483 shares were tendered or acquired representing approximately 36.0 per cent of the issued share capital of Boskalis.
At first, Boskalis took a neutral stance on the initial offer price of EUR 32.00, but after HAL upped the price to EUR 33.00, Boskalis’ boards threw their weight behind the deal.
HAL has now announced a post-acceptance period began today, 8 September, which will end on 20 September 2022 at 17:40 CET. This will allow shareholders who have not tendered their shares during the acceptance period, to do so during the post-acceptance period under the same terms and conditions applicable.
Within three business days following the last day of the post-acceptance period, HAL will announce the number and percentage of shares that have been tendered during the post-acceptance period and the total number and percentage of shares it then has in its possession.
Plans for delisting the company
If, following completion of the offer, HAL, alone or together with its affiliates, holds for its own account at least 95 per cent of the shares (and provided that there are no outstanding Protective Preference Shares), HAL will commence statutory buy-out proceedings to acquire the remaining shares.
HAL and Boskalis have furthermore agreed that, subject to HAL, alone or together with its affiliates, holding in the aggregate less than 95 per cent but at least 85 per cent, HAL may notify Boskalis that it wishes to implement a post-offer merger or, with Boskalis’ consent (such consent not to be unreasonably withheld, conditioned or delayed), an alternative delisting structure.
Picture by Boskalis.