Turkey's Renaissance Construction has reached an agreement to acquire Ballast Nedam at an offer price of €1.55 in cash for each depositary receipt.
Ballast Nedam is a Dutch-based construction and engineering company headquartered in Nieuwegein. The company registered a loss over the year 2014 of €103 million (US$113 million) that caused the company to ask for additional loans from banks and other partners.
The offer values 100% of the issued and outstanding depositary receipts at approximately €30 million (US$32.9 million). Renaissance Construction will finance payment of the offer price for each depositary receipt tendered under the offer with available cash in hand.
After completion and settlement of the offer, Renaissance Construction will make a capital contribution to Ballast Nedam of €30 million either in the form of a rights issue of €20 million and a private placement of €10 million at a market customary discount, or in the event that more than 95% of the depositary receipts is held by the company following the post-acceptance period under the offer, in a form to be determined by Renaissance Construction.
KPMG is acting as financial advisor to Ballast Nedam. Leonardo & Co B.V. is acting as financial advisor to the Supervisory Board of Ballast Nedam. ABN AMRO Bank N.V. is acting as financial advisor to Renaissance Construction.
De Brauw Blackstone Westbroek N.V. and Stibbe act as legal advisor to Ballast Nedam. NautaDutilh is acting as legal advisor to the Supervisory Board of Ballast Nedam. Clifford Chance LLP is acting as legal advisor to Renaissance Construction.
E. van der Noordaa- CEO Ballast Nedam
"We are delighted with the intended offer of Renaissance Construction. Renaissance Construction will be a strong, strategic partner, who will enable us to accelerate implementation of our strategic agenda for the years ahead and providing us with new opportunities for exporting our rich expertise gained from integrated complex projects. We believe this offer to be in the best interests of Ballast Nedam and all its stakeholders, including our shareholders. Both the Management Board and the Supervisory Board fully support and unanimously recommend the offer, for what we consider to be a fair offer price."
Dr. Erman Il?cak - President of Renaissance Group
"We believe in the proven strengths of Ballast Nedam in engineering and specialized construction methods and Ballast Nedam's potential to competitively leverage these in the international markets. This will enable Ballast Nedam to diversify its operations, reach operational performance targets, and strengthen its cash position while maintaining its focus on quality as akey part of its long-lasting brand, identity and values."