Photo: Boka Ocean vessel (Courtesy of Boskalis)

Boskalis receives takeover offer, company valued at €4.2 billion

The Curaçao-based international holding company, HAL Holding, has announced an intended all-cash voluntary public offer of €32.50 per ordinary share for all issued ordinary shares in the capital of Royal Boskalis Westminster N.V.

HAL has been a shareholder of Boskalis since 1989 and currently holds 46.2 per cent of the issued Boskalis shares.

The offer price per share represents an implied equity value for 100 per cent of Boskalis on a fully diluted basis of €4.2 billion.

The offer price represents a premium of approximately 28 per cent relative to the closing price of €25.30 per ordinary share of Boskalis as per 9 March.

HAL said that it ‘‘supports Boskalis’ existing strategy, 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 investor informed Boskalis of its intentions on Thursday, 8 March.

Boskalis said that its Board of Management and Supervisory Board will carefully consider all aspects of the proposed offer in accordance with their fiduciary duties. The company plans to update the market if and when appropriate.

HAL has invited Boskalis to meet at short notice with a view to further discuss the proposed offer.

The investor said that it believes Boskalis could benefit from private ownership with a long-term investment horizon, and that such private ownership could also enhance M&A opportunities, given the company’s business characteristics, the long-term nature of its larger projects, typically spanning multiple years, and the cyclicality of its underlying markets.

The offer will not be subject to a minimum acceptance threshold, HAL said, adding that the offer will be financed from the investor’s available cash resources.

HAL anticipates that the offer will be presented to Boskalis shareholders within the next two to three months.

The holding company expects to obtain the requisite regulatory and competition clearances in the third quarter of 2022.

If HAL holds at least 95 per cent 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 per cent of the shares.

Earlier today, Boskalis reported a net profit of EUR 151 million in FY 2021, compared to a net loss of EUR 97 million in FY 2020, fueled mostly by a 17 per cent increase in revenue year-on-year.

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