The Netherlands: Boskalis Raises Offer for Dockwise
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 of Dockwise.
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 (approx USD 967 million) with an enterprise value of approximately EUR 1.25 billion (approx USD 1.649 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.
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.
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.
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.
Press Release, December 21, 2012