Dockwise Ltd : Dockwise supports combination with Boskalis and recommends Boskalis Offer to shareholders.
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.
Breda, Papendrecht, The Netherlands - 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 Document").
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
"Integration Principles").
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
Boskalis.
As indicated by Dockwise from the outset of the offer process, Dockwise
recognises 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 EUR 17.20 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) and the
Newsweb of the Oslo Stock Exchange (www.newsweb.no), which include:
* the 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.
* the strategic rationale of the Combination enhancing the Dockwise strategy.
* the 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.
* the 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 Mr Adri 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 and Leonardo & Co are acting as financial advisors 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
NO-0107 Oslo
Norway
Telephone: + 47 22 48 62 62
Telefax: + 47 22 48 63 49
ABN AMRO Bank N.V.
Department Equity Capital Markets HQ 7050
Gustav Mahlerlaan 10
1082 PP AMSTERDAM
The Netherlands
Telephone: +31 20 344 2000
Fax:+31 20 628 8481
The Offeror
Boskalis Holding B.V.
Rosmolenweg 20
3356 LK Papendrecht
The Netherlands
For more information please contact:
Fons van Lith
M: +31 (0)6 51 314 952 or T: +31 (0)76 5484116
E: fons.van.lith@dockwise.com
or
Martijn L.D. Schuttevâer
T +31 (0)78 6969310
F +31 (0)78 6969020
E: ir@boskalis.com
About Dockwise Ltd / Dockwise Group
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 Italy.
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.
About Royal Boskalis Westminster N.V.
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 information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
Position statement:
http://hugin.info/137711/R/1677596/547187.pdf
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originality of the information contained therein.
Source: Dockwise Ltd via Thomson Reuters ONE
[HUG#1677596]