Koninklijke Boskalis Westminster N.V. : Dockwise supports combination with
Boskalis and recommends Boskalis Offer to shareholders
Papendrecht, Breda, 13 February 2013
The Board of Directors of Dockwise (the "Board") has unanimously resolved to
support the combination of Dockwise and Boskalis (the "Combination") and to
recommend the mandatory cash offer by Boskalis of EUR 18.50 / NOK 137.65 per
share cum dividend for all of the issued and outstanding common shares in the
capital of Dockwise (the "Offer"). Boskalis welcomes the position of Dockwise.
In the past months the Board organized a careful process to assess the Offer,
the Combination and its consequences. Representatives of Dockwise and Boskalis
held various meetings, Boskalis was given the opportunity to carry out due
diligence and Dockwise co-operated with anti-trust filings and certain other
matters. Dockwise held positive discussions with its works council and
involved the trade union. The Board reviewed the final terms and conditions of
the Offer set out in the offer document dated 8 February 2013 (the "Offer
After the publication of the Offer Document, the CEOs of Dockwise and Boskalis
signed a document reflecting their mutual understanding in respect of certain
principles, arrangements and process matters relating to the Offer and the
Combination as confirmed in discussions between them on 12 February 2013 (the
The Integration Principles deal with various aspects and consequences of the
Combination for both Dockwise and Boskalis. Topics that were discussed by the
CEOs and subsequently were laid down in the Integration Principles relate to
certain arrangements and principles regarding the future strategy and business
of Dockwise, market synergies, the brand name of Dockwise and Fairstar,
crewing and vessel management, sourcing, the head office of Dockwise, social
consequences of the Offer, and future corporate governance of Dockwise and
As indicated by Dockwise from the outset of the offer process, Dockwise
recognizes the strategic merits of the Combination. The Combination fits
within the strategy of Dockwise to expand in the offshore transport and
installation as well as the logistical management market, and is aligned with
the focus of Boskalis on the strengthening and expansion of its position in
the offshore energy market. The Combination will have a stronger and broader
position within the value chain for both the transport and installation and
logistical management segments of the business. Supported by Boskalis's strong
balance sheet and global reach, Dockwise will be able to reach its strategic
objectives in transport and installation and logistical management faster
compared to a continued stand-alone scenario. The Board initially indicated
that the intended offer price of EUR17.20 undervalued Dockwise and did not
reflect its potential, and has welcomed the subsequent price increases to the
final Offer price of EUR 18.50 / NOK 137.65 which today is accepted by 92.39%
of the Dockwise shareholders.
The Board has unanimously reached the conclusion that under the circumstances
the Offer and the Combination are in the best interests of Dockwise as a whole
and its shareholders, as well as the Dockwise employees and other stakeholders
and unanimously resolved to support the Combination and to recommend the Offer
for acceptance to the shareholders. The reasons and considerations taken into
account by the Board are described in the Position Statement of the Board,
which is made publicly available on the Company's website (www.dockwise.com),
the Newsweb of the Oslo Stock Exchange (www.newsweb.no), which include:
othe increased price as accepted at this time by 92.39% of the shareholders
taking into account the Company's stand-alone value and the fairness
opinion rendered to the Board by Leonardo & Co.
othe strategic rationale of the Combination enhancing the Dockwise
othe consequences for the Company's stakeholders, including its employees
in view of the limited overlap between Dockwise and Boskalis and the
career opportunities within the Combination, and the mutual understanding
of the CEOs of Dockwise and Boskalis confirmed in the merger document
relating to such consequences of the Offer and the Combination.
othe execution certainty of the Offer, also in light of the fact that
Boskalis has secured financing for the Offer.
As set out in paragraph 7.8.3 of the Offer Document, Boskalis has invited Mr
André Goedée, CEO of Dockwise, to join the board of management of Boskalis
following completion of the Offer to enable a smooth integration of Dockwise
in the Boskalis group. Mr André Goedée has accepted that invitation.
Furthermore, Boskalis has also invited MrAdri Baan to join the supervisory
board of Boskalis following completion of the Offer. Mr Adri Baan has accepted
the invitation and his appointment is subject to approval by the Annual
General Meeting of shareholders. Boskalis welcomes the support and
recommendation of the Board and looks forward to André Goedée and Adri Baan
respectively joining the Boskalis Management Board and Supervisory Board.
André Goedée, CEO of Dockwise on the Offer and the Combination:
"From the outset, the Dockwise board has identified strategic merit in a
combination with Boskalis, building on Dockwise's strategy. The understanding
confirmed between the CEO's ensures the best and most efficient plan for the
combination, we are pleased to recommend the offer. The Dockwise team looks
forward to becoming part of the Boskalis group and with minimal operational
overlap between our companies, we foresee a swift integration. I am confident
that the combined expertise, uniquely available within Dockwise and Boskalis,
will be successful in offering a broad integrated range of premium services to
our current and future clients."
Adri Baan, Chairman of the Board of Dockwise:
"Since Boskalis' initial approach, the Dockwise Board has run a diligent
process to protect the interest of our shareholders, employees and the other
stakeholders in our Company. We believe that process has been a success, and
the Board now unanimously recommends the offer by Boskalis. This combination
will provide value for our shareholders, attractive career opportunities for
our employees and is a good outcome for the business which will now be able to
accelerate the delivery of integrated solutions to our clients."
Peter Berdowski, CEO of Boskalis:
"We welcome the unanimous support from the Board of Dockwise for the
combination of our two companies. It is clear that all involved strongly
believe in the business rationale of the combination. Together we will create
a leading global provider of maritime services, well-positioned for the
Offshore Energy market. We have already started to share ideas on our common
way forward and look forward to welcoming our new Dockwise colleagues into
Boskalis, building the winning team and creating new horizons."
Morgan Stanley is acting as financial advisor to Dockwise, NautaDutilh N.V.,
Advokatfirmaet Thommessen AS and Appleby (Bermuda) Limited as legal advisors.
Leonardo & Co rendered the Fairness Opinion as independent financial advisor
to the Board.
Kempen & Co is acting as financial advisor to Boskalis and Freshfields
Bruckhaus Deringer LLP and Advokatfirmaet Wiersholm AS are acting as legal
advisors to Boskalis.
OFFER DOCUMENT AND FURTHER INFORMATION
The Offeror is making the Offer on the terms and subject to the conditions and
restrictions contained in the Offer Document.
This announcement contains selected, condensed information regarding the Offer
and does not replace the Offer Document. The information in this announcement
is not complete and additional information is contained in the Offer Document.
Shareholders are advised to review the Offer Document in detail and to seek
independent advice where appropriate in order to reach a reasoned judgment in
respect of the Offer and the content of the Offer Document.
Copies of the Offer Document are available free of charge at the website of
Boskalis (www.boskalis.com) and at the offices of Nordea Bank Norge ASA (the
Norwegian Receiving Agent) and ABN AMRO Bank N.V. (the Netherlands Receiving
Agent) (together the Receiving Agent) and the Offeror:
Nordea Bank Norge ASA
Securities Services- Issuer Services
P.O. Box 1166 Sentrum
T: +47 22 48 62 62 or F: +47 22 48 63 49
ABN AMRO Bank N.V.
Department Equity Capital Markets HQ 7050
Gustav Mahlerlaan 10
1082 PP AMSTERDAM
T: +31 20 344 2000 or F:+31 20 628 8481
Boskalis Holding B.V.
3356 LK Papendrecht
For more information please contact:
Fons van Lith
M: +31 (0)6 51 314 952 or T: +31 (0)76 5484116
Martijn L.D. Schuttevâer
T +31 (0)78 6969310
This press release is issued by Dockwise Ltd. ("Dockwise" or the "Company")
and Royal Boskalis Westminster N.V. ("Boskalis") pursuant to the provisions of
Article 5-12 of the Norwegian Securities Trading Act (Verdipapirhandelloven),
Article 5:25i paragraph 2 of the Dutch Act on Financial Supervision (Wet op
het financieel toezicht) and Articles 4 paragraph 3 and 18a of the Dutch
Decree on Public Takeover Bids (Besluit openbare biedingen Wft) in connection
with the public offer by Boskalis through its wholly-owned subsidiary Boskalis
Holding B.V. (the "Offeror") for 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
Canada or Japan.
Dockwise Ltd., a Bermuda incorporated Company, has a workforce of more than
1,300 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
To support all of its services to customers, the group also has three
additional engineering centers in Houston, Breda and Shanghai, manufactures
specific motion reduction equipment such as LMU (Leg Mating Units) and DMU
(Deck Mating Units) and operates a fleet of 25 purpose built semi-submersible
vessels (including Dockwise Vanguard, Finesse and White Marlin).
Dockwise shares are listed on the Oslo Stock Exchange under ticker DOCK and on
NYSE Euronext Amsterdam under ticker DOCKW.
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.
pdf version press release
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information contained therein.
Source: Koninklijke Boskalis Westminster N.V. via Thomson Reuters ONE
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