NIBC: Advanced discussions on possible cash offer

February 14, 2020

NIBC Holding N.V. (“NIBC”) announces that it has received a firm proposal from The Blackstone Group International Partners LLP (together with its affiliates, as the context requires, “Blackstone”) regarding a potential voluntary public offer by a newly incorporated company owned by investment funds advised by Blackstone for all the issued and outstanding shares of NIBC, not owned by J.C. Flowers & Co (“JCF”) and Reggeborgh Invest B.V. (“Reggeborgh”), at an offer price of EUR 9.85 (cum dividend) per share, to be paid fully in cash on completion (the "Potential Transaction").

The Potential Transaction is supported by NIBC’s two largest shareholders, JCF and Reggeborgh, representing 60.6% and 14.6% of the shares respectively. Each intend to sell their full shareholding in NIBC in separate conditional private transactions with Blackstone, at agreed fixed prices per share (cum dividend), being EUR 8.93 per share for JCF and EUR 9.65 per share, a 2% illiquidity discount to the potential offer, for Reggeborgh.

Discussions between NIBC and Blackstone are at an advanced stage. The NIBC Management Board and Supervisory Board are exploring the feasibility and merits of the potential transaction and in light of their fiduciary duty will take the interests of all stakeholders, including the minority shareholders, into full consideration. For the avoidance of doubt, there can be no assurance that any transaction will materialise from these discussions and negotiations. Further announcements will be made if and when required.