Commission of inquiry finds HBG's decision-making procedure to have been 'careful'
Rijswijk, the Netherlands – The commission of inquiry that has been looking into the policy pursued by HBG, the options facing the company and the decisions it has taken this morning submitted its report to the Enterprise Section of the Appeal Court at Amsterdam.
The commission – comprising Messrs M. Arentsen, L.P. van den Blink and J.A. Nijhuis – concludes among other things that the HBG management 'followed a careful procedure and, on the basis of the available information and analyses, together with advice from external experts, was able to come to a reasonable decision' in deciding to enter into a joint venture with Ballast Nedam in the field of dredging [Summary of the findings, page 74]. HBG will be returning on Monday 26 October to the Court with a petition to lift the injunction on going ahead with the joint venture agreement between Ballast Nedam and HBG.
Like the first inquiry conducted by the Peters/Moerland Commission before it, the investigation of the commission of inquiry extended over the period from the beginning of 2000 to the middle of 2001. The commission also considered the questions specifically formulated by the Court in its Decision of 19 September. In preparing its report, the commission heard more than thirty witnesses and studied more than two hundred documents as well as all minutes of meetings.
The findings of the commission of inquiry confirm among other things that:
- HBG was justified in arguing that the bid by Boskalis was worth NLG 300 million less than the figure of NLG 1.25 billion announced by Boskalis;
- the Boskalis bid for HAM was not such a stunning bid that its rejection by the company management was at odds with the principles of corporate governance;
- in evaluating the Boskalis bid, HBG went through a careful process which formed an adequate basis for a properly considered choice from among the available options;
- HBG has adequate scope for funding the put option that is part of the agreement with Ballast Nedam;
- the estimation of the potential synergistic gains valued at €160 million by HBG can be judged reasonably acceptable;
- the valuation analyses applied by HBG in arriving at its decisions are based on projections that HBG can be reasonably expected to honour;
- in mid-2000, it was reasonable for HBG to have decided against abandoning the principle of a merger with Boskalis on the basis of equality.
The commission of inquiry comments on the relationship of HBG and a section of the company’s shareholders and expresses the view that 'a more tactical approach to communications ... combined with a greater willingness of the opposing shareholders to understand HBG's position' [page 76] might have been called for. In response to the findings of the first commission of inquiry of 4 September 2001, HBG convened an extraordinary general meeting of shareholders, in which a presentation explaining the various options and decisions was given. The Supervisory Board and the Board of Management of HBG continue to accord high priority to improving the provision of information to shareholders and the company’s contacts with them.
HBG is very pleased about the clear conclusions arrived at by the commission of inquiry. The Group trusts that this will enable a long period of uncertainty – particularly for the employees of HAM and Ballast Nedam Baggeren – to be brought to a close.
For further information:
Arno C. Pronk, HBG Public Relations, +31 70 3722121.