Consistent with their fiduciary responsibilities the NIBC Boards have discussed and carefully reviewed the Transaction, with the assistance of their financial and legal advisors. Having considered the challenging economic environment, the current and expected implications of the Covid-19 pandemic outbreak on the global economy at large, including on the markets in which NIBC operates, the volatile debt and equity capital markets environment and as a result NIBC’s medium term financial prospects, the NIBC Boards have concluded that the Offer is in the long-term interests of NIBC, the sustainable success of its business and clients, employees, shareholders and other stakeholders. In their review the NIBC Boards have taken the interests of all stakeholders into account, in particular with the aim of safeguarding the stability of NIBC and maximising deal certainty for its shareholders against an unprecedented economic and market backdrop.
The NIBC Boards both unanimously support the Transaction and recommend the Offer for acceptance to the shareholders of NIBC. The NIBC Boards recommend that shareholders of NIBC vote in favour of the resolutions relating to the Offer at the upcoming extraordinary general meeting of NIBC, to be held during the Offer period (the “EGM”). Furthermore, all members of the NIBC Managing Board and one non-independent member of the NIBC Supervisory Board who hold Shares for their own account have executed irrevocable undertakings to tender all their Shares in the Offer, subject to the Offer being made and certain other customary conditions (the “Board Irrevocables”).
In accordance with the applicable public offer rules, any information shared with these members of the NIBC Boards in relation to the Offer shall, if not published prior to the offer memorandum being made generally available, be included in the offer memorandum in respect of the Offer (if and when issued). These members of the NIBC Boards will tender their Shares on the same terms and conditions as the other NIBC shareholders.
Acquisition of 100%
The Offeror and NIBC believe the sustainable and long-term success of NIBC will be enhanced under private ownership and acknowledge the importance of acquiring 100% of the Shares and achieving a delisting in order to execute on NIBC’s long term strategy.
If the Offeror acquires at least 95% of the Shares, the Offeror and NIBC intend to terminate the listing of the Shares on Euronext Amsterdam as soon as possible. In these circumstances, the Offeror will commence statutory squeeze-out proceedings to obtain 100% of the Shares.
NIBC and the Offeror have agreed on the terms of an asset sale and liquidation (the "Asset Sale & Liquidation") which may be implemented if the Offeror acquires less than 95% but at least 85% of the Shares, subject to the satisfaction of certain conditions, including a.o. (i) all required regulatory authorisations for the execution and implementation of the Asset Sale & Liquidation having been obtained, (ii) the relevant resolutions to approve the Asset Sale & Liquidation having been passed by NIBC’s general meeting of shareholders and (iii) compliance with the consultation procedures pursuant to the Dutch Works Council Act with respect to the advice of the NIBC works council. Pending satisfaction of the conditions the minimum acceptance level for the Offer remains at 95% of the Shares, and will only be reduced to 85% following satisfaction of such conditions.
Pursuant to the Asset Sale & Liquidation, NIBC will, among other things, sell and transfer all of its assets and liabilities to the Offeror and NIBC will subsequently be dissolved and liquidated (subject to the requisite regulatory, board and shareholder approvals). The holders of Shares who do not tender their Shares in the Offer will be entitled to receive a cash amount equal to the Offer Price per Share, net of any applicable dividend withholding tax, pursuant to the Asset Sale & Liquidation. The Asset Sale & Liquidation will not trigger the right of JCF and Reggeborgh to collect the 2019 Final Dividend. The obligation to pay the 2019 Final Dividend to JCF and Reggeborgh will transfer from the Company to the Offeror as a result of the Asset Sale & Liquidation and remain subject to the same terms and conditions (as described above). Once the Asset Sale & Liquidation is implemented, the listing of the Shares on Euronext Amsterdam will be terminated.
In addition to such measures, the Offeror may also utilize all other available legal measures in order to acquire full ownership of the Shares.
Financial Advisor Opinions
The NIBC Boards received an opinion, dated 10 July 2020, of NIBC’s financial advisor, Bank of America Merrill Lynch International DAC, Amsterdam Branch (“BofA Securities”), to the effect that, as of the date of such opinion, the aggregate amount of EUR 7.53 per Share to be paid to holders of Shares (other than JCF, Reggeborgh and their respective affiliates and, if applicable, Blackstone and its affiliates) in connection with the Offer and, if implemented, the Asset Sale & Liquidation, taken together as an integrated transaction, was fair, from a financial point of view, to such holders, which opinion was based upon and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as more fully described in such opinion. The opinion of BofA Securities was provided for the use and benefit of the NIBC Boards and does not constitute a recommendation to the holders of Shares as to whether to tender Shares in the Offer