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Koninklijke Boskalis Westminster N.V. : Boskalis announces voluntary offer for Dockwise at EUR 18.50 per share; 83.5% already



Koninklijke Boskalis Westminster N.V. : Boskalis announces voluntary offer for
            Dockwise at EUR 18.50 per share; 83.5% already secured

Papendrecht, 21 December 2012

Highlights

  o All-cash offer of EUR 18.50 per Share for all issued and outstanding
    shares, valuing Dockwise at EUR 733 million
  o Large shareholders with approximately 50% of the shares have signed
    irrevocable undertakings
  o Together with the Shares currently held by Boskalis, approximately 83.5%
    of the Shares are already committed to the Offer

With reference to the press release of 26 November 2012 (the Initial
Announcement) and subsequent release on 17 December 2012, in which Boskalis
announced its intention to make an offer for Dockwise, Boskalis today confirms
it is making an all cash voluntary public offer (through its wholly owned
subsidiary Boskalis Holding B.V.) for all the issued and outstanding ordinary
shares (the Shares) of Dockwise (the Offer).

 The Offer is being made in Euros at an offer price of EUR 18.50 per Share
(cum dividend), which is an increase of 50 euro cents relative to the 17
December announcement.

               

The offer price represents:

      ·         a premium of approximately 74% relative to the closing price
of EUR 10.66 per share of Dockwise as per 23 November 2012;

      ·         a premium of approximately 45% relative to the average closing
price of an ordinary share of Dockwise during the last 3 months; and

      ·         a premium of approximately 40% relative to the average closing
price of an ordinary share of Dockwise during the last 12 months.

The offer values Dockwise at EUR 733 million with an enterprise value of
approximately EUR 1.25 billion.

Boskalis strongly believes that the Offer price represents full and fair value
for the shareholders of Dockwise.

 

More than 83.5% committed to the offer

In addition to HAL Investments B.V. and Project Holland Deelnemingen B.V.,
other shareholders, holding approximately 11.1% of the Shares, have now also
agreed to an irrevocable undertaking to support and accept the Offer in
accordance with its terms, subject to customary conditions. None of these
shareholder have received information that will not be included in the offer
document.

Together with the Shares acquired by Boskalis, in total approximately 33% of
the Shares, this means that approximately 83.5% is already committed to the
Offer.

Discussions with Dockwise

Constructive discussions are ongoing between Boskalis and Dockwise with
respect to the proposed transaction. Boskalis has started its due diligence
and is preparing the necessary regulatory filings, including relevant filings
to antitrust authorities.

 

Conditions

The Offer will be launched by sending the offer document, as approved by the
relevant regulator(s), to the shareholders, subject to satisfactory outcome of
due diligence and receipt of confirmations from the banks in respect of
committed financing.

The closing of the Offer will be subject to the satisfaction or waiver of the
following conditions:

      ·         receipt of relevant antitrust and other regulatory clearances
for the Offer;

      ·         no material adverse change (no MAC) having occurred;

      ·         advice from the relevant works councils having been obtained;

      ·         no notification having been received from a regulator that
preparations of the Offer are in breach of the relevant offer rules; and

      ·         no order, stay, judgment or decree having been issued
prohibiting the transaction.

Each of these conditions may be waived by Boskalis at its sole discretion. As
previously communicated by Boskalis, there will be no minimum acceptance
condition.

Delisting, squeeze-out, amalgamation

Boskalis intends to terminate the listing of the Shares on the Oslo Stock
Exchange and Euronext Amsterdam as soon as possible following completion of
the Offer.

It is the intention of Boskalis to acquire 100% of the Shares. To this effect,
Boskalis may, inter alia, carry out a compulsory acquisition of the remaining
Shares or propose an amalgamation or merger to the shareholders of Dockwise
following completion of the Offer.

Applicable rules

Due to the primary listing of Dockwise on the Oslo Stock Exchange, the
Norwegian offer rules will be applicable and the offer document will be
subject to approval by the Oslo Stock Exchange. In consideration of the
secondary listing of Dockwise on Euronext Amsterdam, Boskalis has requested
the Dutch Authority for Financial Markets (AFM) for an exemption from the
Dutch offer rules in order to avoid ambiguity as to the applicable regulatory
framework and to ensure a clear and efficient offer process. The decision of
the AFM in response to the request has not yet been received.

Timing

Full details of the Offer, including all terms and conditions, will be set out
in an offer document and sent to Dockwise shareholders. Subject to having
obtained prior approval from the Oslo Stock Exchange and, to the extent
applicable, the AFM, the offer document is expected to be sent to Dockwise
shareholders on or around 21 January 2013. The offer document will also be
published on the Boskalis website (www.boskalis.com).

FOR FURTHER INFORMATION

Investor Relations & Press:

Martijn L.D. Schuttevâer

ir@boskalis.com

 

Dockwise Ltd., a Bermuda incorporated Company, has a workforce of more than
1,400 people both offshore and onshore. The Company is the leading marine
contractor providing total transport services to the offshore, onshore and
yachting industries as well as installation services of extremely heavy
offshore platforms. The Group is headquartered in Breda, the Netherlands. The
Group's main commercial offices are located in the Netherlands, the United
States and China with sales offices in Korea, Australia, Brazil, Russia,
Singapore, Malaysia, Mexico and Nigeria. The Dockwise Yacht Transport business
unit is headquartered in Fort Lauderdale and has an office in Italy. The
Dockwise Shipping network is supported by agents in Norway, Argentina and
Italy. To support all of its services to customers, the group also has three
additional engineering centers in Houston, Breda and Shanghai and operates a
fleet of 25 purpose built semisubmersible vessels (including Dockwise
Vanguard, Finesse and White Marlin). Dockwise shares are listed on the Oslo
Stock Exchange and on NYSE Euronext Amsterdam.

For further information: www.Dockwise.com

Royal Boskalis Westminster N.V. is a leading global services provider
operating in the dredging, maritime infrastructure and maritime services
sectors. The company provides creative and innovative all-round solutions to
infrastructural challenges in the maritime, coastal and delta regions of the
world with the construction and maintenance of ports and waterways, land
reclamation, coastal defense and riverbank protection. In addition, Boskalis
offers a wide variety of marine services and contracting for the offshore
energy sector including subsea, transport and heavy lift (through Boskalis
Offshore) and towage and salvage (through SMIT). It also has strategic
partnerships in the Middle East (Archirodon) and in terminal services (Smit
Lamnalco). With a versatile fleet of over 1,100 units Boskalis operates in
around 75 countries across six continents. Including its share in
partnerships, Boskalis has approximately 14,000 employees.

 

This press release can also be found on our website www.boskalis.com.

This press release is issued by Royal Boskalis Westminster N.V. (Boskalis)
pursuant to the provisions of Article 5-12 of the Norwegian Securities Trading
Act (Verdipapirhandelloven) and Article 5:25i paragraph 2 of the Dutch Act on
Financial Supervision (Wet op het Financieel Toezicht) and, to the extent
applicable, Article 4 of the Dutch Decree on Public Takeover Bids (Besluit
openbare biedingen Wft) in connection with its public offer for Dockwise Ltd.
(Dockwise). This announcement does not constitute an offer, or any
solicitation of any offer, to buy or subscribe for any securities. This
announcement is not for release, publication or distribution, in whole or in
part, directly or indirectly, in or into the United States of America, Canada,
Australia or Japan. 

Restrictions

This announcement is for information purposes only and does not constitute an
offer or invitation to acquire or dispose of any securities nor an investment
advice nor an inducement to enter into investment activity. This announcement
does not constitute an offer to sell or issue, nor the solicitation of an
offer to buy or acquire the securities of Boskalis or Dockwise in any
jurisdiction.

The distribution of this press release may, in some countries, be restricted
by law or regulation. Accordingly, persons who come into possession of this
document should inform themselves of and observe these restrictions. To the
fullest extent permitted by applicable law, Boskalis disclaims any
responsibility or liability for the violation of any such restrictions by any
person. Any failure to comply with these restrictions may constitute a
violation of the securities laws of that jurisdiction. Neither Boskalis nor
any of its advisors assumes any responsibility for any violation by any person
of any of these restrictions. Any Dockwise shareholder who is in any doubt as
to his position should consult an appropriate professional advisor without
delay. This announcement is not to be published or distributed in or to
Canada, Japan, Australia and the United States of America.

------------------------------------------------------------------------------

This announcement is distributed by Thomson Reuters on behalf of Thomson
Reuters clients.

The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
the
information contained therein.

Source: Koninklijke Boskalis Westminster N.V. via Thomson Reuters ONE
HUG#1666939
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