HAL Plans to Make Takeover Offer for Boskalis and Take It Private
HAL Holding said Thursday it intended to launch an offer for the Dutch marine services and dredging giant Boskalis' all issued and outstanding ordinary shares of Boskalis, at €32.50 per share.
HAL, which currently holds 46.2% of the issued Boskalis shares, 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."
The company said that the offer price represented a premium of approximately 28% relative to the closing price of € 25.30 per
ordinary share of Boskalis as per March 9, 2022, and a premium of around 29% relative to the volume-weighted average price of € 25.14 per ordinary share of Boskalis during the last month.
Boskalis valued at €4.2 billion
"The offer price per share represents an implied equity value for 100% of Boskalis on a fully diluted basis of €4.2 billion," HAL said.
HAL said: "HAL has been a shareholder of Boskalis since 1989, and currently holds 46.2% of the shares in the issued share capital of Boskalis. It is HAL’s assessment that the current public listing offers limited added value to Boskalis, and does not outweigh the costs an 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 M&A opportunities."
If HAL holds at least 95% of the Shares, it intends to cause the termination of the listing of the Shares on Euronext Amsterdam and to commence statutory buy-out proceedings to obtain 100% of the Shares.
In a separate statement, Boskalis said: "This morning, HAL Holding N.V. (HAL) announced an intended voluntary public offer of EUR 32.50 per ordinary share for all issued ordinary shares in the capital of Royal Boskalis Westminster N.V. (Boskalis). On 8 March 2022, HAL informed Boskalis of its intentions. The Board of Management and Supervisory Board of Boskalis will carefully consider all aspects of the proposed offer in accordance with their fiduciary duties. Boskalis will update the market if and when appropriate."
Boskalis on Thursday announced its full-year 2021 results, reporting revenue of EUR 2.96 billion, an increase of year to 17,1% compared to 2020’s EUR 2.52 billion revenue.
"Royal Boskalis Westminster N.V. (Boskalis) concluded 2021 with a strong increase in revenue and earnings and with a well-filled order book, despite COVID-19-related restrictions,” the company said.
Net profit was EUR 151 million, where a year ago there was a net loss of EUR 97 million.
"Boskalis is in good shape as a company with its well-filled order book and strong financial position. The market looks favorable for the medium term as well as for the short term, although the consequences of the recent geopolitical events in Eastern Europe are still difficult to assess," the company said.