Dutch commercial bank NIBC Bank has agreed to the revised price of €1.03bn offered by US private equity firm Blackstone Group for its takeover.
Last month, the parties entered into discussions to make amendments to the all-cash public offer from Blackstone to the Dutch bank. The amendments included the slashing of the original offer price of €1.36bn by nearly 25% because of the uncertainties arising from the Covid-19 pandemic.
NIBC Bank and Blackstone have now reached a conditional agreement under which the former’s public shareholders will be offered €7.53 per share. Originally, the public shareholders were offered €9.85 per share.
The amended offer is also being backed by NIBC’s two largest shareholders – J.C. Flowers & Co (JCF) and Reggeborgh Invest, which hold stakes of 60.6% and 14.7% respectively in the Dutch Bank. The two shareholders have irrevocably agreed to tender their shares at the offer price of €7.00 per share.
Also part of the amended offer is the introduction of a liquidated damages payment worth €46m to be made by the private equity firm in case the offer is not made or not declared unconditional in some circumstances, including if the mandated regulatory clearances are not secured in certain instances.
However, NIBC Bank and Blackstone have recently secured an unconditional approval from the European Commission regarding the latter’s takeover proposal. Owing to this, all the competition clearances needed for closing the offer have been received, said the Dutch commercial bank.
The parties said that they are in the process of concluding the other regulatory clearance applications.
NIBC Bank statement on accepting the revised offer from Blackstone
The Dutch bank stated: “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.”
