Not for release, publication or distribution, in whole or in part, in or into the United States, Germany, Canada, Australia or Japan. This announcement does not constitute an offer of Heijmans shares. Any such offer will be made solely on the basis of the information contained in an offer document and prospectus. Any possible offer will not be extended to US shareholders.
Following the press release of 20 June 2001 in which Heijmans N.V. (Heijmans) announced it was considering to make an offer for all outstanding shares of Hollandsche Beton Groep N.V. (HBG) Heijmans reports that discussion with HBG have taken place on 25 June 2001 and that Heijmans today has informed the management and supervisory board of HBG on its intentions to launch an offer for HBG.
Heijmans is still interested in an open dialogue with the management and supervisory board of HBG on strategic, operational and financial advantages which the proposed combination of the construction companies will create for all stakeholders. To this date Heijmans has not been given the opportunity by HBG to discuss is intentions in a substantive and in depth manner. Therefore, once again Heijmans has invited the management and supervisory board of HBG to enter into discussions.
Structure of the transaction
The intended offer will per HBG share consist of approximately 1/3 Heijmans share and a cash payment equal to the cash amount received under Boskalis' offer for the dredging activities of HBG. There are different opinions regarding the exact amount of this cash payment. Based on Boskalis' offer of EUR 570 million, the cash payment would amount to approximately EUR 16 per share of HBG. However, HBG has stated that this offer is actually EUR 136 million (NLG 300 million) less. This would result in a cash amount of approximately EUR 12 per share of HBG. The premiums stated below have been based on an amount of EUR 14.
The offer of Heijmans will therefore represent a premium of approximately 60% based on the thirty-day average of the share price of HBG on 7 May 2001, the day Boskalis announced its offer for the dredging activities of HBG. The premium is based on the thirty-day average of the share price of Heijmans on 19 June 2001. On the basis of the closing share price of Heijmans and HBG on 19 June 2001 the offer represents a premium of approximately 40%.
The offer of Heijmans will include, inter alia, the condition that HBG will not proceed with the announced joint venture with Ballast Nedam N.V. (Ballast Nedam) and that the agreements concluded between HBG and Hollandse Aanneming Maatschappij B.V. (HAM) with Ballast Nedam will be terminated without adverse consequences for HBG. Furthermore, the offer will of course be conditional upon the abolishment of the (existing) anti-takeover devices of HBG.
The dredging activities do not fit in the new combination. It is assumed that Boskalis will honour its submitted offer for the dredging activities. Therefore, Heijmans wishes to enter into discussions with Boskalis regarding the acquisition of the dredging activities as soon as possible. It is currently expected that a final offer for HBG will only be made once Heijmans has reached an agreement regarding the divestment of the dredging activities.
The combination of Heijmans HBG will be, based on turnover, the market leader in the Benelux and one of the top-5 construction companies in Europe (pro forma turnover EUR 7.1 billion). In view of the time it will take for the possible transaction to be concluded, Heijmans envisages that the possible transaction will not contribute to the growth in earnings per share of Heijmans in 2001. The transaction is expected to lead to an additional 25% increase in earnings per share of Heijmans in 2002. Heijmans anticipates that the earnings per share for 2002 will increase by 40% compared to 2001 as a result of both the transaction and autonomous growth. Further advantages of the possible combination would be achieved through better cost control and improvement of the knowledge and quality of staff and organisation. The additional cost savings are expected to lead to an increase of the net result by approximately EUR 25 million.