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Law360 (June 8, 2020, 11:52 AM EDT) -- Proposed changes to Blackstone Group's planned takeover of northwestern Europe-focused bank NIBC would see the price tag lowered to a little over €1 billion ($1.13 billion) from the originally agreed upon consideration of €1.36 billion, the companies said Monday.
The transaction, first announced in February, would see an acquisition entity owned by Blackstone Group Inc. called Flora Acquisition BV buy all the shares in NIBC Holding NV that are not owned by J.C. Flowers & Co. and Reggeborgh Invest BV. In April, Blackstone said the agreement was in jeopardy as a result of economic turmoil caused by the coronavirus pandemic.
On Monday, the companies issued a joint statement saying they are in discussions to amend certain aspects of the deal, including the purchase price. The proposed tweaks would see Blackstone pay €7 per share, plus a final dividend payment of €0.53 per share, resulting in total consideration of just over €1 billion. The original proposal was worth a total of €9.85 per share.
The companies are also considering an amendment that would require Blackstone, through Flora Acquisition, to pay liquidated damages of €46 million "as the only remedy and recourse" against Flora in the event that the deal is not declared unconditional because, in addition to other potential reasons, regulatory approvals are not obtained.
"At this stage there is no certainty whether agreement among NIBC, [Flora Acquisition], JCF and Reggeborgh will be reached on an amendment of the transaction," the companies said.
In April, Blackstone admitted regulators had not yet indicated whether they are likely to clear the deal, saying the companies will only have "full clarity" on that point once Blackstone has made its formal filings.
NIBC serves about 600 middle-market businesses and upward of 400,000 retail clients, according to its website.
Legal counsel information was not available Monday, and representatives for the companies did not immediately respond to requests for further information.
--Editing by Alyssa Miller.
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