Capital Markets

De Brauw advised investment firm JAB on its acquisition of Mondelez’s 86 million shares in (Euronext Amsterdam listed) JDE Peet’s for EUR 25.10 per share, representing a total purchase price of approximately EUR 2.2 billion. Additionally, JAB distributed shares of JDE Peet’s to more than 70 outside investors in JAB Consumer Partners, significantly increasing the free float of JDE Peet’s. The distribution reflects the final distribution of JDE Peet’s shares to JCP investors. As a result of these transactions, JAB’s stake in JDE Peet’s increased to 68%.

De Brauw advised CTP N.V. on its EUR 300 million equity raise through an accelerated bookbuild offering.

QIAGEN N.V. has launched an issuance of USD 500 million senior unsecured net share settled convertible bonds. This type of bond differs from "regular" convertible bonds in that they may only partly - for the amount "in the money" under the embedded warrant - be converted into ordinary shares of the company. In the event of an exercise of their conversion right, holders of the convertible bonds receive a cash amount equivalent to the par value of the convertible bonds, plus a number of shares such that the sum of the cash amount and value of shares delivered is equivalent to the value of the shares underlying the convertible bonds. The 7-year convertible bonds with a denomination of USD 200,000 each carry a conversion price that represents a premium of 44% above the reference price of the shares.

A 15% dividend withholding tax on the deemed distribution of taxable reserves in share buyback transactions is likely to be adopted in the Netherlands as of 1 January 2025.

With the final rules having been issued by the U.S. Securities and Exchange Commission, US stock exchanges will have to set listing standards requiring listed companies to adopt a clawback policy that provides for the recovery of erroneously awarded incentive-based compensation from former and current executive officers – known as US Clawback Rules. The SEC has also informally provided more guidance on the timing of the US Clawback Rules. Although the effective date of the US Clawback Rules is not yet certain, companies should prepare to have a final clawback policy ready for adoption by early August 2023. In this article, we describe the Dutch law considerations that US-listed Dutch companies should take into account when implementing the US Clawback Rules.

On 20 December 2022, the Monitoring Committee presented an update of the Dutch Corporate Governance Code. The 2022 Code: