's Hertogenbosch - Following the press release of 16 July 2001 in which Heijmans N.V. announced it was still considering to make an offer for all outstanding shares of Hollandsche Beton Groep N.V. (HBG) Heijmans reports that Heijmans and Royal Boskalis Westminster N.V. (Boskalis) are in agreement on the future purchase of HBG's dredging activities.
Heijmans is still interested in an open dialogue with the management and supervisory board of HBG on strategic, operational and financial advantages that the proposed combination of the construction companies will create for all stakeholders. To date, Heijmans has not been given the opportunity by HBG to discuss its intentions in a substantive and in depth manner.
Heijmans and Boskalis are in agreement on the basics of the purchase of the dredging activities in case Heijmans honors the offer for all outstanding HBG shares.
An offer is expected to be approximately 1/3 Heijmans share plus a cash amount of EUR 12 per HBG share. Such an offer represents a premium of approximately 31 % based on the closing share prices of HBG and Heijmans on 30 August 2001.
The above-mentioned offer will be subject to a number of conditions. These conditions will be part of the offer memorandum and include 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-take-over devices of HBG.
An offer memorandum to the shareholders of HBG will contain the complete conditions of the offer, and is expected to be published in the second half of October 2001.
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. 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.
's Hertogenbosch, 31 August 2001
Description of the companies
Heijmans supplies high-quality products and services in the area of construction and related industries. Its head office is located in Den Bosch, The Netherlands. Heijmans has 9,300 employees, and in 2000, achieved pro forma turnover of EUR 2.1 billion (including IBC). Heijmans expects to achieve turnover of EUR 2.25 billion in 2001.
HBG is a European contracting group that carries out projects worldwide and focuses on all aspects of construction, as well as dredging and industrial activities. Its head office is located in Rijswijk, The Netherlands. HBG has approximately 18,700 employees and in 2000 achieved turnover of EUR 5.4 billion.
Restrictions
The Heijmans shares to be issued pursuant to a possible offer have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States. Any Heijmans shares that might be issued will be offered outside of the United States in reliance on Regulation S under the Securities Act. Heijmans shares may not be offered, sold or resold within the United States or to of for the account or benefit of US persons, except in a transaction exempt from registration under the Securities Act. Any offer of Heijmans shares in the United States will only be made by means of an offering circular that will contain detailed information about Heijmans and its management, as well as financial statements.
This announcement of Heijmans' offer is not being made, directly or indirectly, in or into the United States, Canada, Australia or Japan or by use of the mails of, or by any means of instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, any of these jurisdictions. Such means or instrumentalities include, but are not limited to, facsimile transmission, telex and telephone.
This announcement contains various forward looking statements and statements regarding the intent, belief or current expectations of Heijmans or its management. Such statements and information are based on the beliefs of Heijmans' management as well as underlying assumptions based on information available to Heijmans. If this information or these assumptions prove incorrect or risks or uncertainties materialise, actual results may vary materially from those described in this announcement.
Heijmans is still interested in an open dialogue with the management and supervisory board of HBG on strategic, operational and financial advantages that the proposed combination of the construction companies will create for all stakeholders. To date, Heijmans has not been given the opportunity by HBG to discuss its intentions in a substantive and in depth manner.
Heijmans and Boskalis are in agreement on the basics of the purchase of the dredging activities in case Heijmans honors the offer for all outstanding HBG shares.
An offer is expected to be approximately 1/3 Heijmans share plus a cash amount of EUR 12 per HBG share. Such an offer represents a premium of approximately 31 % based on the closing share prices of HBG and Heijmans on 30 August 2001.
The above-mentioned offer will be subject to a number of conditions. These conditions will be part of the offer memorandum and include 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-take-over devices of HBG.
An offer memorandum to the shareholders of HBG will contain the complete conditions of the offer, and is expected to be published in the second half of October 2001.
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. 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.
's Hertogenbosch, 31 August 2001
Description of the companies
Heijmans supplies high-quality products and services in the area of construction and related industries. Its head office is located in Den Bosch, The Netherlands. Heijmans has 9,300 employees, and in 2000, achieved pro forma turnover of EUR 2.1 billion (including IBC). Heijmans expects to achieve turnover of EUR 2.25 billion in 2001.
HBG is a European contracting group that carries out projects worldwide and focuses on all aspects of construction, as well as dredging and industrial activities. Its head office is located in Rijswijk, The Netherlands. HBG has approximately 18,700 employees and in 2000 achieved turnover of EUR 5.4 billion.
Restrictions
The Heijmans shares to be issued pursuant to a possible offer have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States. Any Heijmans shares that might be issued will be offered outside of the United States in reliance on Regulation S under the Securities Act. Heijmans shares may not be offered, sold or resold within the United States or to of for the account or benefit of US persons, except in a transaction exempt from registration under the Securities Act. Any offer of Heijmans shares in the United States will only be made by means of an offering circular that will contain detailed information about Heijmans and its management, as well as financial statements.
This announcement of Heijmans' offer is not being made, directly or indirectly, in or into the United States, Canada, Australia or Japan or by use of the mails of, or by any means of instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, any of these jurisdictions. Such means or instrumentalities include, but are not limited to, facsimile transmission, telex and telephone.
This announcement contains various forward looking statements and statements regarding the intent, belief or current expectations of Heijmans or its management. Such statements and information are based on the beliefs of Heijmans' management as well as underlying assumptions based on information available to Heijmans. If this information or these assumptions prove incorrect or risks or uncertainties materialise, actual results may vary materially from those described in this announcement.