Acquisition of Dijkstra Vereenigde Bedrijven B.V. by IPG.

On 15 October 2020, Dijkstra Vereenigde, manufacturer and distributor of glass packaging and laboratory equipment based in Lelystad, was acquired by Gaasch Packaging, part of the Luxembourg family holding Industrial Packaging Group (IPG) (link). In the acquisition Dijkstra Vereenigde was assisted with legal advice by Marein Smits, Tim Carapiet and Onno Cusell of Wintertaling Corporate M&A.

Dijkstra Vereenigde has been active for over 100 years in the beverage, food, cosmetics and pharmaceutical packaging glass sector as well as drinking glasses to the hospitality industry and retail chains. Its laboratory equipment department supplies, among other things, centrifuges, drying ovens, rotary film evaporators, refrigerators, shakers and A-brand ultrasonic baths to laboratories throughout the country. Together, the two divisions account for a turnover of approximately €23 million.  With the acquisition by IPG, the group is expanding further in the Benelux. In addition to IPG, the two directors and employees will retain a (minority) share in Dijkstra Vereenigde.

Dijkstra Vereenigde’s packaging machines division was recently sold and will continue under the name Fuji Packaging Benelux. Dijkstra was again advised by Marein Smits and Tim Carapiet.

 

 

Can you break off M&A negotiations in the Netherlands? The nuclear option

Recently, the NCC (Netherlands Commercial Court) gave a judgement on broken off M&A negotiations as a result of the COVID-19 crisis. The Court denied the claim to carry on with completing the transaction and allowed the claim for the break-up fee, despite defendants invoking unforeseen (COVID-19) circumstances.  

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Explaining pledge agreement- “court decision by a competent court”

Under Dutch law, contracts are interpreted according to the ‘Haviltex-doctrine’. This means that not only the wording of the contract is decisive, but also the meaning that parties could reasonably have attached to it (the so-called ‘subjective interpretation’). After all, a small entrepreneur can not be expected to bring in a lawyer to arrange every detail of a contract. In that case, it is likely that a subjective interpretation of contractual clauses prevails. On the other hand: If two large companies, assisted by legal professionals, conclude a contract, more value can be attached to the literal/grammatical  meaning of the terms of the contract.

However, this general rule does not apply in every case, as is evidenced by the following court decision.

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Business Valuation & Start-ups

RSmRegistered business valuators also focus on Startups! Marein Smits, principal lecturer of Law for the Business Valuation programme of the Rotterdam School of Management, dives into the legal aspects of (acquisitions of or participation in ) startups and growth companies in light of business valuation, during a dedicated program for professionals.

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Brexit – Ways to Change your Company into a Dutch B.V. or N.V.

In recent years many foreign (listed) companies have become Dutch B.V.’s (private company) or N.V.’s (public company). Vivid examples are Mylan, Fiat Chrysler, Ferrari and Altice.

With Brexit having become fact, companies from the United Kingdom are expected to look for possibilities to migrate to the Netherlands and other EU countries.

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Central registration of interested parties in corporate entities – Shareholders register and UBO register to prevent ‘Panama-paper’ controversies?

 

The call for a central register that specifies the shareholders of corporate entities already existed before the Panama Papers became headline news. Insight in the underlying parties is considered an important asset in combating fraud, money laundering and tax evasion. Initially, only a central shareholder register was considered; now, however, Europe has imposed the establishment of a central UBO (ultimate beneficiary owner) register.

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