7 April 2010
Reference is made to the press releases of Royal Boskalis Westminster N.V. (Boskalis) of 27 March, 30 March and 1 April 2010 whereby Boskalis Holding B.V., a wholly owned subsidiary of Boskalis (the Offeror) announced to declare the public cash offer (the Offer) for all the issued and outstanding ordinary shares (the Shares) of Smit Internationale N.V. (Smit) unconditional (gestanddoening) and provided an update that more than 95% of the Shares were tendered.
As a result of the acquisition of more than 95% of the Shares by the Offeror, Boskalis and Smit jointly announce to the holders of Shares that the listing and trading of the Shares on NYSE Euronext Amsterdam (Euronext) will be terminated.
In consultation with Euronext, it is decided that the last day of trading of the Shares will be on Tuesday 4 May 2010. This means that the termination of the listing of the Shares shall be effectuated on 5 May 2010.
Post Closing Acceptance Period (na-aanmeldingstermijn)
Shareholders who have not yet tendered their Shares under the Offer still have the opportunity to do so during the a post closing acceptance period (na-aanmeldingstermijn), which commenced on 30 March 2010 and expires at 18:00 hours, Amsterdam time, on 13 April 2010 (the Post Closing Acceptance Period). Shareholders can tender their Shares in the same manner and subject to the same terms, conditions and restrictions as described in the Offer Memorandum.
The information in this press release is not complete and additional information is contained in the Offer Memorandum. Shareholders are advised to review the Offer Memorandum 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 Memorandum.
Copies of the Offer Memorandum are available free of charge at the offices of the Offeror, Smit and Rabo Securities (the Exchange Agent) and can be obtained by contacting Boskalis, Smit or the Exchange Agent at the addresses below.
Boskalis Holding B.V.
Attn: Investor Relations
3356 LK Papendrecht
Smit Internationale N.V.
Waalhaven O.Z. 85
3087 BM Rotterdam
Attn: ECM - Syndication
1096 HA Amsterdam
Copies of the Offer Memorandum are available on the websites of Smit (www.smit.com) and Boskalis (www.boskalis.com). The Smit and Boskalis websites do not constitute a part of, and are not incorporated by reference into, the Offer Memorandum.
The Offer is being made with due observance of such statements, conditions and restrictions as are included in the Offer Memorandum. The Offeror reserves the right to accept any tender under the Offer, which is made by or on behalf of a Shareholder, even if it has not been made in the manner set out in the Offer Memorandum.
United States, Canada, Australia and Japan
The Offer is not, directly or indirectly, being made in or into, or by use of the mailing systems of, or by any means or instrumentality (including, without limitation, electronic mail, post, telephone, facsimile, telex or electronic transmission) of interstate or foreign commerce of, or of any facility of a securities exchange of the United States of America Canada, Australia and Japan, and the Offer cannot be accepted by any such use, means, instrumentality or facility or from within the United States of America, Canada, Australia or Japan.
Accordingly, the Offer Memorandum and any related documents are not being and must not be mailed or otherwise distributed or sent in or into the United States of America Canada, Australia or Japan or to such persons in their capacity of custodians, trustees, or nominees holding shares for American, Canadian, Australian and Japanese persons. Persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not distribute or send them into such jurisdictions and doing so will render invalid any relevant purported acceptance of the Offer.
This is a release by Royal Boskalis Westminster N.V. pursuant to Section 4, paragraph 2 of the Dutch Decree on Public Offers Wft (Besluit Openbare Biedingen Wft) Section 5:25i paragraph 2 of the Dutch Financial Supervision Act (Wet op het Financieel Toezicht) in connection with the public offer by Boskalis Holding B.V. for all the issued and outstanding ordinary shares in the capital of Smit Internationale N.V. This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Smit Internationale N.V. Any offer will be made only by means of the Offer Memorandum. This announcement is not for release, publication or distribution, in whole or in part, in or into directly or indirectly the United States, Canada, Japan and Australia.
This press release is also published in Dutch; the English version will prevail over the Dutch version.
Royal Boskalis Westminster N.V. is a leading global services provider operating in the dredging, maritime infrastructure and maritime services sectors. Boskalis provides creative and innovative all-round solutions to infrastructural challenges in the maritime, coastal and delta regions of the world including the construction and maintenance of ports and waterways, land reclamation, coastal defense and riverbank protection. The company holds important home market positions in and outside of Europe and targets all market segments in the dredging industry. It also has positions in strategic partnerships in the Middle East (Archirodon) and in offshore services (Lamnalco). Boskalis has a versatile fleet of over 300 units and operates in over 50 countries across five continents. Including its share in partnerships, Boskalis has approximately 10,000 employees.
SMIT has a proud tradition of nearly 170 years of service in the maritime sector. The company has earned an excellent reputation by combining expertise and experience with high-quality materials and equipment in the nearly 50 locations around the world where SMIT is active. SMIT aims to provide its worldwide services in the main to shipping companies, producers in the oil and LNG industries, (offshore) construction companies, insurers, governments and shipyards. SMIT maintains the highest standards in respect of Safety, Health, the protection of the Environment and Quality.
SMIT's services are organised into four Divisions:
<li> Harbour Towage: harbour towage services and related maritime services.
<li> Terminals: towage services and related maritime and management services to offshore and onshore terminals.
<li> Salvage: salvage, wreck removal, environmental protection and consultancy.
<li> Transport & Heavy Lift: chartering, barge rental & transport, ocean, coastal and river towage, heavy lifting and marine support to a variety of civil and offshore projects and subsea services.
For further information please contact:
Royal Boskalis Westminster N.V.
Martijn L.D. Schuttevâer
Director of Investor Relations & Corporate Communications
Telephone: +31 78 69 69 822 / +31 6 200 10 232
Telefax: +31 78 69 69 020
Smit Internationale N.V.
Chief Executive Officer
Telefoon: + 31 10 454 99 11
For IR matters contact our Director of Investor Relations & Corporate Communications.
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