The Netherlands: Boskalis Launches Mandatory Offer for Dockwise
With reference to the press release of 30 January 2013, in which Boskalis announced its decision to make a mandatory public offer for Dockwise, Boskalis hereby announces the availability of the Offer Document in connection with the mandatory offer for all the issued and outstanding ordinary shares of Dockwise (the Shares) at a price of EUR 18.50 / NOK 137.65 per Share cum dividend (the Offer).
The Offer is being made through Boskalis’ wholly owned subsidiary Boskalis Holding B.V. (the Offeror).
The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Document dated today (the Offer Document). For each Share tendered under the Offer, the Offeror offers a consideration of EUR 18.50 per Share in cash cum dividend to Shareholders holding Shares through Euroclear Nederland and NOK 137.65 per Share in cash cum dividend to Shareholders holding Shares through VPS in accordance with the terms of this Offer (the Offer Price).
The Offer Price has been determined in accordance with Section 6-10 of the Norwegian Securities Trading Act and Article 5:80a of the Dutch Act on Financial Supervision (Wet op het Financieel Toezicht). The Offer Price equals the highest price per Share the Offeror has paid or agreed to pay in the period of twelve (12) months prior to the point at which the mandatory offer obligation was triggered. The NOK amount of 137.65 corresponds to the EUR amount of 18.50 applying the EUR/NOK exchange rate as at noon (CET) on 7 February 2013. The EUR/NOK exchange rate is fixed for the purpose of settlement of the Offer.
In connection with the Offer, HAL Investments B.V., holding in aggregate 12,541,886 Shares (representing approximately 31.6% of the Shares), Project Holland Deelnemingen B.V., holding in aggregate 2,943,518 Shares (representing approximately 7.4% of the Shares) and various funds ultimately controlled by Sankaty Advisors, LLC, holding in aggregate 4,416,359 Shares (representing approximately 11.1% of the Shares), have irrevocably undertaken to tender all their Shares under the terms and conditions of this Offer Document.
HAL Investments B.V., Project Holland Deelnemingen B.V. and various funds ultimately controlled by Sankaty Advisors, LLC did not receive any information in connection with the Offer that is not included in the Offer Document.
As at the date of the Offer Document, Boskalis holds 16,722,812 Shares representing approximately 42.19 % of the Shares.
Together with the irrevocable commitments obtained from HAL Investments B.V., Project Holland Deelnemingen B.V. and various funds ultimately controlled by Sankaty Advisors, LLC, this means that approximately 92.39% of the Shares is already acquired by, or committed to, Boskalis.
The Offer Period shall commence on 11 February 2013 at 09:00 (CET) and expires on 13 March 2013 at 17:40 hours (CET). Pursuant to an exemption granted by the AFM in respect of Article 14, paragraph 3 of the Decree, the Offer Period has been determined at 4 weeks and 2 Business Days.
ACCEPTANCE BY SHAREHOLDERS
In order for Shareholders holding Shares through VPS to accept the Offer, a VPS Acceptance Form must be correctly filled out, signed and delivered to, and received by, the Norwegian Receiving Agent prior to the end of the Offer Period.
Shareholders holding Shares through Euroclear Nederland must have validly made their acceptances known via their bank or broker to the Netherlands Receiving Agent prior to the end of the Offer Period to accept the Offer.
Reference is made to Sections 6.7.2 through 6.7.4 of the Offer Document.
Shareholders who have validly tendered and transferred (geleverd) their Shares for acceptance pursuant to the Offer prior to the expiry of the Offer Period will receive the Offer Price in respect of each Share tendered five (5) Business Days after the expiry of the Offer Period, being on 20 March 2013.
The Offer Price will be settled in cash in EUR with respect to Shareholders holding shares through Euroclear Nederland and Shareholders individually recorded in the register of members of Dockwise. The Offer Price will be settled in cash in NOK with respect to Shareholders holding shares through VPS.
DELISTING AND COMPULSORY ACQUISITION
The purchase of Shares by the Offeror pursuant to the Offer, among other things, will reduce the number of Shareholders and the number of Shares that might otherwise trade publicly.
As soon as possible following completion of the Offer, the Offeror will apply for delisting of the Shares on Euronext Amsterdam. The Offeror also intends to apply for a delisting of the Shares from the Oslo Børs in the event that the requirements for the delisting of Dockwise are met.
It is the intention of the Offeror to complete a compulsory acquisition (squeeze-out) of the remaining Shares (if any) as soon as possible following completion of the Offer.
Press Release, February 8, 2013