Court upholds HBG’s action but sets new legal rule by finding there was mismanagement

The Enterprise Section of the Court of Appeal at Amsterdam this morning delivered its judgment concerning the affairs surrounding the agreement of the merger between HAM and Ballast Nedam Baggeren.

HBG is pleased that the Court – having taken into account all quantitative and qualitative aspects of the case – has found that it was reasonable for the HBG management to have arrived at the decision which it did. In taking this view, the Court echoes the findings of the two commissions of inquiry appointed by the Court. After exhaustive inquiries, these commissions both confirmed the care with which the management decisions had been taken.

However, the Court also believes that HBG should have consulted shareholders in advance about rejection of the bid by Boskalis and the decision to merge the dredging activities. The Court judges this to be mismanagement, but goes no further than that. HBG believes that the Court is introducing a new legal rule in making consultation with shareholders mandatory. The Group will be taking legal advice on this matter.

HBG is looking into the possibility of seeking to overturn this ruling in the Supreme Court of the Netherlands.

The decision by the Enterprise Section does not affect Ballast Ham Dredging.

(source: HBG)

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