Boskalis interested in whole takeover of Fugro, works to dismantle defences
Boskalis wants to take over the whole of Fugro, possibly by mid-2015 de Finaniceele Telegraaf reported, citing insider sources.
Previously Boskalis, which has grown its stake in Fugro to 20%, has denied interest in a takeover. But when CEO Peter Berdowski met his Fugro counterpart Paul van Riel back in November, their only meeting until today, his only message was that Boskalis was not interested in just purchasing the subsea sector of Fugro, the report said.
CEO Berdowski recently told Management Scope that Boskalis will be ready for its next takeover in mid 2015.
Furthermore, Boskalis is taking Fugro to court to dismantle a layer of its protection, the Foundation Continuity Fugro ("Stichting Continuïteit Fugro"). The foundation is able to cheaply transfer most of Fugro’s core activities to a shell in Curacao in case of a hostile takeover, rendering the company a shell. The case will go to court on March 17.
Boskalis, which wants a vote on the issue at the next shareholders meeting, cannot put the item on the agenda itself. Despite owning 20%, Boskalis does not have automatic voting rights, which are controlled by the Foundation Administrative Office Fugro (“de Stichting Administratiekantoor Fugro”) which was set up to protect the company’s interest. It can withhold voting rights if it feels a party wishes to put forward an item which can threaten the company’s future. Hence Boskalis is seeking legal action to also dismantle this second protective construction, a report in het Financieele Dagblad added, citing Bas Steins Bisschop, professor in entrepreurship law in Maastricht and Nyenrode as saying the construction was legally indefensible, even if Boskalis wishes to take over Fugro.
Dismantling the two constructions will leave only Foundation Preferential Shares ("Stichting Beschermingspreferente Aandelen), which allows for the emission of preferential shares in a takeover scenario. This was recently used by KPN in its defense against América Móvil. However, this construction can only hold for six months, the report added.
At the current share price, Boskalis would have to pay EUR 1.8bn for the remaining 80% of the shares. Berdwoski has previously said he would finance a takeover partially by emitting new shares and partially through external financing. Banks have already approached Boskalis offering to finance the deal, the report said.
Source De Financieele Telegraaf, Het Financieele Dagblad