Boskalis: Intended Offer on Dockwise (The Netherlands)

Intended Offer on Dockwise

Dockwise Ltd. confirms it has received an unsolicited intended offer from Royal Boskalis Westminster N.V. for the acquisition of all outstanding shares of Dockwise at an offer price of EUR 17.20 per share cum dividend. The intended offer by Boskalis is subject to certain specified and unspecified conditions.

The combination of the two companies provides new strategic opportunities for accelerated growth of the offshore services.

The addition of Dockwise’s activities to the Boskalis group will create a service provider with an extensive package of services for clients in the oil and gas sector. The new combination will be in a better position to serve clients with the optimal deployment of people and equipment under increasingly complex circumstances worldwide.

Combining the vessels of Dockwise with the project management expertise and engineering know-how of Boskalis will also enable a fast track implementation of the strategic ambition to execute Transport & Installation (T&I) projects. The two companies are currently jointly tendering for a large T&I project in Australia. Furthermore, Boskalis sees potential for a broader deployment of the vessels of Dockwise within the group for the benefit of dredging-, offshore- and salvage projects.

The acquisition will lead to a strong increase of the EBITDA and will be earnings per share accretive.

Combining Boskalis and Dockwise offers advantages and new opportunities for both companies. The combination creates a world class maritime player, well positioned for the offshore energy market. This step fits in our growth strategy aimed at broadening our service offering for clients in the oil and gas sector. We are convinced that the addition of Dockwise to our group will structurally create value, as we have also demonstrated with SMIT. Furthermore, the addition will result in a strong increase of our EBITDA,” said Peter Berdowski, CEO Boskalis.

The offer price of EUR 17.20 per share (cum dividend) represents:

– a premium of approximately 61% relative to the closing price of EUR 10.66 per share of Dockwise as per 23 November 2012;

– a premium of approximately 35% relative to the average closing price of an ordinary share of Dockwise during the last 3 months and

– a premium of approximately 30% relative to the average closing price of an ordinary share of Dockwise during the last 12 months.

Based on the offer price of EUR 17.20 per ordinary share in cash (cum dividend), the offer values Dockwise at EUR 682 million with an enterprise value of approximately EUR 1.2 billion.

The main shareholder of Dockwise, HAL Investments B.V., has expressed its support for the transaction and has irrevocably committed to tender its shares in Dockwise under the intended offer. Therefore, 31.7% of the outstanding ordinary shares is already committed to the intended offer.

Boskalis and Dockwise have had initial discussions with respect to the proposed transaction, in which Dockwise expressed a positive attitude towards the strategic rationale of the proposed business combination.

[mappress]

Press Release, November 26, 2012

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