Press release

Papendrecht and Monaco, 20 September 2022, 20:00 CET

This joint press release by Koninklijke Boskalis Westminster N.V. ("Boskalis") and HAL Holding N.V. is issued pursuant to the provisions of article 17, paragraph 4 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft) in connection with the public offer (the "Offer") by HAL Bidco B.V. (the "Offeror"), a direct wholly-owned subsidiary of HAL Investments B.V., for all the issued and outstanding ordinary shares in the capital of Boskalis. This press release does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. An offer has been made only by means of the offer memorandum dated 23 June 2022 (the "Offer Memorandum"). This press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, in any jurisdiction in which such release, publication or distribution would be unlawful. Capitalised terms used but not otherwise defined in this press release have the same meaning as given thereto in the Offer Memorandum.

  • Settlement of the Shares tendered during the Post-Acceptance Period will take place on 27 September 2022
  • Boskalis and HAL will seek the delisting of the Shares from Euronext Amsterdam
  • HAL will commence statutory buy-out proceedings to acquire the remaining Shares

During the Post-Acceptance Period that expired at 17:40 CET today, 17,694,837 Shares were tendered under the Offer representing approximately 13.7% of the issued share capital of Boskalis. Together with the Shares already held by HAL, including Shares tendered during the Acceptance Period and Shares to which HAL is entitled (gekocht maar nog niet geleverd), this represents a total of 127,181,949 Shares or approximately 98.3% of the issued share capital of Boskalis.

Settlement Post-Acceptance Period

Settlement of the Shares tendered during the Post-Acceptance Period will take place on 27 September 2022. On that date, the Offeror will pay the Offer Price of EUR 33.00 (cum dividend) in cash for each Share validly tendered during the Post-Acceptance Period (or defectively tendered, if the Offeror accepts such defective tender) and transferred (geleverd) to the Offeror, on the terms set out in the Offer Memorandum.

Delisting and Buy-Out

As a result of HAL holding more than 95% of the Shares, Boskalis and HAL will seek to procure the delisting of the Shares from Euronext Amsterdam. Boskalis will announce further details on the delisting in due course.

In the fourth quarter of 2022, HAL will commence statutory buy-out proceedings to acquire the remaining Shares.

Reference is made to sections 5.9(b) (Buy-Out, Delisting and amendment of the Articles of Association as per Delisting) and 5.10(a) (Liquidity and market value; Delisting) of the Offer Memorandum.

Boskalis Investor Relations:

Martijn L.D. Schuttevâer
ir@boskalis.com
T +31 786969310

Settlement Agent:

Van Lanschot Kempen N.V.
Attn OS / T&D/ Agency Services L-11
Beethovenstraat 300
1077 WZ Amsterdam
The Netherlands
kas@kempen.com

Information Agent:

Georgeson (Computershare Netherlands B.V.)
Blaak 34
3011 TA Rotterdam
The Netherlands
boskalis-offer@georgeson.com
+31 (0) 10 313 8909

Inside information, disclaimer, general restrictions and forward-looking statements

This press release may contain inside information within the meaning of article 7(1) of the EU Market Abuse Regulation.

The information in this press release is not intended to be complete. This press release is for information purposes only and does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this press release should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable Law, HAL and Boskalis disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities Laws of that jurisdiction. Neither HAL nor Boskalis assumes any responsibility for any violation of any of these restrictions. Any Shareholder who is in any doubt as to his or her position should consult an appropriate professional advisor without delay.

Certain statements in this press release may be considered forward-looking statements. These forward-looking statements speak only as of the date of this press release. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future, and neither HAL nor Boskalis can guarantee the accuracy and completeness of forward-looking statements. A number of important factors, not all of which are known to HAL or Boskalis or are within their control, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement. HAL and Boskalis expressly disclaim any obligation or undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, a change in expectations or for any other reason.

 


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