The board of directors of Koninklijke Boskalis Westminster announced that it has finally reached an agreement with its largest shareholder for a deal that will take the dredging and marine services company private. The agreement comes just days before a deadline for acceptance of the offer by shareholders on a valuation that Boskalis’ board previously called “unconvincing.”
Investment company HAL Holding, which was created after Carnival Corporation acquired Holland America Line in 1988, has been a long-term investor in Boskalis, but in March 2022 said that it believed the company and its long-term strategy would be better severed if HAL acquired the remaining shares in the company. HAL currently owns approximately 55.6 percent of the outstanding stock of Boskalis.
After three months of negotiations, Boskalis said it had agreed to the operational aspects of the merged company but that it had failed to receive a higher valuation for the offer. In late June, HAL launched the offer for Boskalis at €32 per share, which valued the company at nearly $2.5 billion. HAL had reduced its offer by €0.50 after Boskalis awarded a 50-cent dividend. The board said it had decided to let the offer proceed without a recommendation for the shareholders to determine if the terms and valuation were acceptable. The acceptance period was due to run through September 2.
In announcing the agreement, Boskalis reported it had continued discussions with HAL and after its Extraordinary General Meeting on August 24, resumed the discussions. HAL agreed to increase its offer by €1 to €33 in addition to the previously announced €0.50 dividend so in effect shareholders will receive €33.50 per share. It increased the valuation of the company by approximately $80 million.
The Boskalis board changed its recommendation saying that it believes the new price is fair and in the interest of Boskalis’ shareholders and will promote the sustainable success of Boskalis. “The increase of the offer price is such that it is convincing and warrants a recommendation to the shareholders,” the companies said in a joint statement issued today. The acceptance period is extended to September 6, with HAL expecting to hold at least 95 percent of the shares and moving to acquire the remaining shares after the deal closes.
The board and HAL have also agreed to support and cooperate with the post-offer restructuring of the business. The goal is to support the long-term development of the company’s businesses.