The Hague, the Netherlands / London, UK – 8 June 2020
NIBC and the Offeror announce that, with the support of J.C. Flowers & Co (“JCF”) and Reggeborgh Invest B.V. (“Reggeborgh”), they have entered into discussions on the basis of a proposal from the Offeror to amend the current Transaction. The key proposed amendments consist of a reduction of the offer price and the introduction of a liquidated damages payment.
Pursuant to the proposed amendments, the offer price payable to all shareholders, including JCF and Reggeborgh, would be reduced to EUR 7.00 per Share. In addition, as announced by NIBC on 18 May 2020, public shareholders would receive NIBC’s final dividend of EUR 0.53 per Share for the financial year 2019, which would be paid unconditionally before settlement of the Offer, and would result in public shareholders receiving EUR 7.53 per Share, in aggregate. JCF and Reggeborgh would have the right to collect the final dividend of EUR 0.53 per Share, subject to the conditional waiver announced by NIBC on 18 May 2020.
The other proposed amendment would be an obligation on the Offeror to pay liquidated damages of EUR 46 million in total as the only remedy and recourse against the Offeror in certain circumstances where the Offer is not declared unconditional because regulatory clearances are not obtained and in certain other cases.
At this stage there is no certainty whether agreement among NIBC, the Offeror, JCF and Reggeborgh will be reached on an amendment of the Transaction.
Further announcements will be made if and when required in accordance with applicable laws and regulations.