Uitspraak
mr. N.A. van Loonen
mr. M.J. Drop, beiden kantoorhoudende te Amsterdam,
mr. E.M. Tjon-En-Fa, kantoorhoudende te Den Haag,
mr. E.M. Tjon-En-Fa, kantoorhoudende te Den Haag,
[A],
ALLE ONBEKENDE HOUDERS VAN UITSTAANDE AANDELEN IN HET KAPITAAL VAN DE NAAMLOZE VENNOOTSCHAP BATEMAN ENGINEERING N.V., GEVESTIGD TE ROTTERDAM,
1.Het verloop van het geding
2.De gronden van de beslissing
Statement on the Fair Market Value Development of Equity of Bateman Engineering N.V. between September 30, 2012 and March 1, 2014” staat onder “
Summary & Conclusion” het volgende vermeld:
Summary
Based on an analyses of [Bateman] and market developments over the period between September 30, 2012 and March 1, 2014, we have the following observations:
The Metals & Mining industry underperformed the overall stock market, resulted from a continuous decline in commodity prices, which are expected to remain at a relatively low level in (at least) the short term. CapEx reduction across the key industry players implies a relatively limited industry growth in the short to medium term.
A decline in the business enterprise value (approximately 15% based on the median) and EBITDA (approximately 28% based on the median) for the peer companies of [Bateman] over the indicated period.
The financial results of Bateman in CY 2012 and CY 2013 were largely negatively impacted by a shrinking market, which negatively affected the volumes and resulted in the lower order intake and revenues as compared to the business plan projections.
Actual EBIT and EBIT margin generated in CY 2012 were slightly above the business plan levels (through recognizing the impact of (extraordinary) release of project cost provisions). At the same time, given the historical[Bateman] performance over 2008-2011, as well as a large drop in EBIT observed in CY 2013 (when EBIT was even negative – well below the business plan projections), this relatively high level should not be considered as a sustainable profitability level for [Bateman].
Going forward, in the medium term, Management expects that [Bateman’s] financial results will continue to be adversely impacted by the unfavorable market trends. Over the period 2014-2016, the order intake and the revenue are expected to be 50% to 60% below the original business plan projections, impacted by the lower volumes, and EBIT is expected to be 60% to 85% below the business plan level. EBIT margin is expected to improve over this period, however, it will still remain below the initial business plan projections.
Overall, taking into consideration the unfavorable industry trends (which are expected to continue at least in the short to medium term) and the underperformance versus the business plan observed in CY 2013, it is reasonable to expect that [Bateman] will not able to achieve the business plan and will rather perform in line with the (substantially lower) updated outlook indicated by Management
Based on the outlined analyses, we conclude that no circumstances or developments have occurred that (either individually or in the aggregate) caused Fair Market Value of the equity of [Bateman] to increase over the period between September 30, 2012 and March 1, 2014 and therefore the share price offered by Tenova to minority shareholders (as defined in the valuation analysis as per September 30, 2012) still represents (at least) the Fair Market Value as per March 1, 2014.”