Clifford Chance, Allen & Overy Tweak PE Firm's €1B NIBC Buy

By Benjamin Horney
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Law360 (July 13, 2020, 11:39 AM EDT) -- Blackstone Group, counseled by Clifford Chance, said Monday it inked a revised takeover of Allen & Overy-advised lender NIBC worth €1.03 billion ($1.13 billion), after the private equity firm previously signaled the coronavirus pandemic could jeopardize the deal.

Under the terms of the amended transaction, Flora Acquisition BV, an acquisition entity owned by Blackstone Group Inc., will buy all issued and outstanding shares of northwestern Europe-focused NIBC Holding NV via a tender offer worth €7 per share, according to a statement.

J.C. Flowers & Co. and Reggeborgh Invest BV, two of NIBC's major shareholders, have committed to tender their shares, which together amount to an ownership holding of about 75.3%. As a result of the deal, NIBC will become a private company that no longer trades on the Euronext Amsterdam.

"The offeror and NIBC believe the sustainable and long-term success of NIBC will be enhanced under private ownership and acknowledge the importance of acquiring 100% of the shares and achieving a delisting in order to execute on NIBC's long term strategy," the companies said in the statement.

Blackstone originally agreed to buy NIBC in February for €1.36 billion, but in April the firm said it wasn't sure about the viability of the deal because of economic disruption created by the COVID-19 outbreak. In June, Blackstone unveiled the updated offer worth €1.03 billion and the companies said they were in ongoing discussions.

Under the terms of the new proposal, Blackstone has agreed to pay €46 million in damages if the offer winds up being pulled "or declared unconditional in certain circumstances," including if certain regulatory clearances are not obtained.

The companies have already obtained unconditional approval from the European Commission. The boards of directors for both sides have also approved the deal. Assuming the deal is greenlit by other relevant authorities and enough shares are tendered, the companies expect to clinch the transaction this year.

NIBC serves about 600 middle-market businesses and upward of 400,000 retail clients, according to its website.

Clifford Chance LLP is serving as legal counsel to Blackstone, with Allen & Overy LLP acting as legal counsel for NIBC.

--Editing by Marygrace Murphy.

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