Papendrecht, 30 January 2013
With reference to the press release of 21 December 2012 in which Boskalis announced its decision to make an all cash voluntary public offer for Dockwise, Boskalis hereby announces that it has resolved to make a mandatory offer for all the issued and outstanding ordinary shares of Dockwise (the Shares) at a price of EUR 18.50 per Share cum dividend (the Offer). As per the date of this announcement, the offer price per Share equals NOK 137. The Offer is being made through Boskalis' wholly owned subsidiary Boskalis Holding B.V.
Today, Boskalis acquired 2,016,030 Shares. The Shares were purchased at an average price of EUR 18.50 with a maximum price of EUR 18.50, which equals NOK 137.
Boskalis now holds approximately 38.39% of the Shares, as a result of which the mandatory offer obligation pursuant to Section 6-1 of the Norwegian Securities Trading Act is triggered. Together with the irrevocable commitments obtained by Boskalis in connection with the Offer, approximately 88.59% of the Shares is already acquired by, or committed to, the Offer.
Boskalis has resolved all relevant outstanding conditions making the launch of the mandatory offer possible. Boskalis has completed its due diligence of Dockwise, successfully raised EUR 320 million equity and secured EUR 1.3 billion of committed financing arrangements, progressed the relevant antitrust filings and has obtained a positive advice from the relevant works council.
Determination mandatory offer price
The offer price will be determined in accordance with Section 6-10 of the Norwegian Securities Trading Act. Boskalis did not acquire, nor agreed to acquire, any Shares at a price exceeding EUR 18.50 (or, at any moment in time, the NOK equivalent) during the six months period prior to today.
The voluntary offer document submitted to the regulators earlier will be withdrawn. Boskalis will submit a request for approval of its mandatory offer document (the Offer Document) to the Oslo Stock Exchange and the Netherlands Authority for the Financial markets as soon as possible following this announcement. The Offer Document is expected to be published and the Offer is expected to commence in the week of 4 February 2013.
FOR FURTHER INFORMATION
Investor Relations & Press:
Martijn L.D. Schuttevâer
T +31 78 6969310
F +31 78 6969020
This press release is issued by Royal Boskalis Westminster N.V. (Boskalis) pursuant to the provisions of Article 5-12 of the Norwegian Securities Trading Act (Verdipapirhandelloven) and Article 5:25i paragraph 2 of the Dutch Act on Financial Supervision (Wet op het Financieel Toezicht) and Articles 4 and 13 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft) in connection with its public offer for Dockwise Ltd. (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 United States of America, Canada, Australia or Japan.
Dockwise Ltd., a Bermuda incorporated Company, has a workforce of more than 1,400 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 and operates a fleet of 25 purpose built semisubmersible vessels (including Dockwise Vanguard, Finesse and White Marlin). Dockwise shares are listed on the Oslo Stock Exchange and on NYSE Euronext Amsterdam.
For further information: www.Dockwise.com
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 press release can also be found on our website www.boskalis.com.
This announcement is for information purposes only and does not constitute an offer or invitation to acquire or dispose of any securities nor an investment advice nor an inducement to enter into investment activity. This announcement does not constitute an offer to sell or issue, nor the solicitation of an offer to buy or acquire the securities of Boskalis or Dockwise in any jurisdiction.
The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, Boskalis disclaims any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither Boskalis nor any of its advisors assumes any responsibility for any violation by any person of any of these restrictions. Any Dockwise shareholder who is in any doubt as to his position should consult an appropriate professional advisor without delay. This announcement is not to be published or distributed in or to Canada, Japan, Australia and the United States of America.
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