24 February 2010
With reference to the joint press releases of Royal Boskalis Westminster N.V. (Boskalis) and Smit Internationale N.V. (Smit) of 12 November 2009 and 25 January 2010 and the press release of Boskalis of 15 December 2009, Boskalis Holding B.V., a wholly owned subsidiary of Boskalis (the Offeror) and Smit hereby jointly announce that the Offeror is making a public cash offer for all the issued and outstanding ordinary shares with a nominal value of EUR 2.30 each (the Shares, the holders of such Shares the Shareholders) in the capital of Smit (the Offer).
- The Offer is a public offer in cash for all the issued and outstanding ordinary shares of Smit at an offer price of EUR 60 per share, excluding an interim dividend of EUR 2.75 over the year 2009
- The Management Board and the majority of the Supervisory Board recommend the Offer to the Shareholders for acceptance
- Positive advice from the Smit and Boskalis works councils has been obtained
- Together with the Shares currently held by Boskalis, approximately 43% of the Shares are already committed to the Offer
- The offer period commences on 25 February 2010 at 09.00 hours, Amsterdam time, and ends on 26 March 2010 at 18.00 hours, Amsterdam time, unless extended
- The Offer will be declared unconditional subject to the fulfillment of the Offer Conditions, including, but not limited to, an acceptance condition of more than 75%
The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Memorandum, dated 24 February 2010 (the Offer Memorandum). The Offer Memorandum will be available as of today (as described below) and can be obtained through the website of Boskalis (www.boskalis.com) or Smit (www.smit.com). Shareholders should refer to the Offer Memorandum for all terms, conditions and restrictions to the Offer.
In addition, as per today, Smit has made available the position statement, containing the information required by Article 18, paragraph 2 of the Dutch Decree on public offers Wft (Besluit openbare biedingen Wft, the Decree) in connection with the Offer (the Position Statement). The Position Statement can be obtained through the website of Smit (www.smit.com)
Shareholders tendering their Shares under the Offer will be paid on the terms and subject to the conditions and restrictions contained in the Offer Memorandum in consideration for each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and transferred (geleverd) an amount in cash of EUR 60 (sixty euro) (the Offer Price) subject to the Offer being declared unconditional. Boskalis and Smit have agreed that Smit shall declare a cash interim dividend for the year 2009 of EUR 2.75 (two euro and seventy-five cents) per Share and pay this dividend to the Shareholders before settlement of the Offer (the Interim Dividend). The ex dividend date will be 15 March 2010 and the record date 17 March 2010. Settlement of the dividend will take place on 25 March 2010.
Recommendation of the Management Board and Supervisory Board
The management board of Smit (the Management Board) and the supervisory board of Smit (the Supervisory Board) have given due and extensive consideration to the strategic, operational, financial and social aspects and consequences of the proposed transaction and the Management Board and the majority of the Supervisory Board have reached the conclusion that the Offer as contemplated in the Offer Memorandum is in the best interest of Smit and its stakeholders (including the Shareholders).
The Management Board and the majority of the Supervisory Board are of the opinion that the Offer Price, together with the Interim Dividend, is fair to the Shareholders from a financial point of view. In this respect, reference is made to the fairness opinion that has been issued by RBS and is included in the Position Statement.
With reference to the above, the Management Board and the majority of the Supervisory Board support the Offer and recommend the Offer to the Shareholders for acceptance.
Extraordinary General Meeting of Shareholders
At 10:00 hours, Amsterdam time, on 16 March 2010, an extraordinary general meeting of Shareholders of Smit will be convened in Rotterdam, the Netherlands, at which meeting the Offer, among other matters, will be discussed in accordance with the provisions of Article 18, paragraph 1 of the Decree.
Reference is made to the Position Statement, providing further information to the Shareholders and the agenda for this extraordinary general meeting of Shareholders (including notes).
Extraordinary General Meeting Boskalis
At 10:30 hours, Amsterdam time, on 17 March 2010, an extraordinary general meeting of shareholders of Boskalis will be convened in Papendrecht, the Netherlands, at which meeting the Offer, among other matters, will be discussed and submitted for approval to the shareholders of Boskalis.
The relevant and applicable employee consultation procedures have been completed. The works councils of both Boskalis and Smit have given a positive advice on all aspects of the transaction.
Delta Lloyd Groep and Janivo Beleggingen, holding respectively approximately 10.4% and 5.9% of the Shares, have irrevocably undertaken to tender all their Shares under the terms and conditions of the Offer Memorandum. The irrevocable undertakings contain customary undertakings and conditions, including that Delta Lloyd Groep and Janivo Beleggingen will not tender their Shares in any recommended public offer made by a bona fide third party at a price which does not exceed the Offer Price by at least EUR 5.00 (five euro) per Share.
As at the date of the Offer Memorandum, Boskalis holds 4,915,671 Shares representing 26.8% of the Shares.
The Offer Period will commence at 09:00 hours, Amsterdam time, on 25 February 2010 and will expire on 26 March 2010 at 18:00 hours, Amsterdam time, unless the Offer Period is extended. Shares tendered on or prior to the Closing Date may not be withdrawn, subject to the right of withdrawal of any tender during any extension of the Offer Period in accordance with the provisions of Article 15, paragraph 3 of the Decree. In case of extension of the Offer Period, any Shares previously tendered and not withdrawn will remain subject to the Offer.
Acceptance by Shareholders
Shareholders who hold their Shares through an institution admitted to Euronext Amsterdam (an Admitted Institution) are requested to make their acceptance known through their bank or stockbroker no later than 18:00 hours Amsterdam time on 26 March 2010, unless the Offer Period is extended. The custodian, bank or stockbroker may set an earlier deadline for communication by Shareholders in order to permit the custodian, bank or stockbroker to communicate its acceptances to the Exchange Agent in a timely manner.
The Admitted Institutions may tender Shares for acceptance only to the Exchange Agent and only in writing. In submitting the acceptance, the Admitted Institutions are required to declare that (i) they have the Tendered Shares in their administration, (ii) each Shareholder who accepts the Offer irrevocably represents and warrants that the Tendered Shares by it are being tendered in compliance with the restrictions set out in Sections 2 and 3 of the Offer Memorandum (Restrictions and Important Information) and (iii) they undertake to transfer these Shares to the Offeror prior to or ultimately on the Settlement Date, provided that the Offer has been declared unconditional (gestand wordt gedaan).
Declaring the Offer Unconditional (gestanddoening)
The Offer will be subject to the satisfaction of the offer conditions set out in Section 6.7 of the Offer Memorandum (the Offer Conditions), including, but not limited to, the condition that on the Closing Date such number of Shares has been tendered that, upon the Offer being declared unconditional, the number of Shares that are directly or indirectly held by the Offeror represent at least 75% of the Shares. The Offer Conditions may be waived, to the extent permitted by law or by agreement, as set out in Section 6.7 of the Offer Memorandum.
No later than on the third (3rd) Business Day following the Closing Date, such date being the Acceptance Announcement Date, the Offeror will determine whether the Offer Conditions have been satisfied or are to be waived. In addition, the Offeror will announce on the Acceptance Announcement, whether (i) the Offer is declared unconditional, (ii) the Offer will be extended in accordance with Article 15 of the Decree or (iii) the Offer is terminated, as a result of the Offer Conditions not having been satisfied or waived, all in accordance with Article 16 of the Decree.
If and to the extent one or more of the Offer Conditions is not satisfied by 26 March 2010, the Offeror may, in accordance with Article 15 paragraph 1 and paragraph 2 of the Decree, extend the Offer Period for a minimum period of two (2) weeks and a maximum period of ten (10) weeks in order to have such Offer Conditions satisfied or waived. Extension of the Offer Period may occur once. In case of such extension all references in the Offer Memorandum to 18:00 hours Amsterdam time on 26 March 2010 shall, unless the context requires otherwise, be changed to the latest date and time to which the Offer Period has been so extended.
If the Offer Period is extended, so that the obligation pursuant to Article 16 of the Decree to announce whether the Offer is declared unconditional is postponed, a public announcement to that effect will be made ultimately on the third (3rd) Business Day following the Closing Date in accordance with the provisions of Article 15, paragraph 1 and paragraph 2 of the Decree.
During an extension of the Offer Period, any Shares previously tendered and not withdrawn will remain subject to the Offer, subject to the right of each Shareholder to withdraw the Shares he or she has already tendered in accordance with Article 15, paragraph 3 of the Decree.
Post Closing Acceptance Period (na-aanmeldingstermijn)
In the event that the Offeror announces that the Offer is declared unconditional (gestand wordt gedaan), the Offeror may, at its discretion, in accordance with Article 17 of the Decree, within three (3) Business Days after declaring the Offer unconditional, publicly announce a Post Closing Acceptance Period (na-aanmeldingstermijn) to enable Shareholders who did not tender their Shares during the Offer Period to tender their Shares under the same terms and conditions as the Offer. Such Post Closing Acceptance Period shall commence on the first Business Day following the announcement of a Post Closing Acceptance Period for a period of no longer than two (2) weeks.
In the event that the Offeror announces that the Offer is declared unconditional (gestand wordt gedaan), Shareholders who have tendered and delivered their Shares for acceptance pursuant to the Offer on or prior to the Closing Date will receive within five (5) Business Days following the Acceptance Announcement Date the Offer Price in respect of each Tendered Share (the Settlement and the day on which the Settlement occurs the Settlement Date).
Liquidity and delisting
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 and may therefore adversely affect the liquidity and market value of the remaining Shares.
Should the Offer be declared unconditional (gestanddoening) it is intended that the Company's listing on Euronext Amsterdam will be terminated as soon as possible. Delisting may be achieved on the basis of 95% or more of the issued share capital of Smit having been acquired by the Offeror or on the basis of a legal merger. This would further adversely affect the liquidity of any Shares not tendered pursuant to the Offer.
Any further announcements contemplated by the Offer will be issued by press release. Subject to any applicable requirements of the Merger Rules and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror will have no obligation to communicate any public announcement other than as described above.
Offer Memorandum, Position Statement and further information
This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the Position Statement. The information in this announcement is not complete and additional information is contained in the Offer Memorandum and the Position Statement.
Terms not defined herein shall have the meaning as set out in the Offer Memorandum.
Shareholders are advised to review the Offer Memorandum and the Position Statement 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 and the Position Statement.
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. Copies op the Position Statement are available free of charge at the offices of Smit.
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 or the Position Statement.
Copies of the Position Statement, the articles of association of Smit and the financial information of Smit relating to the annual financial statements (jaarrekening) for the financial year 2008, the financial year 2007 and the financial year 2006 as adopted by the general meeting of Shareholders, are available on the website of Smit. The audited annual results of Smit in respect of the full year 2009 will be published on the website of Smit on 4 March 2010.
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.
The Offer is not being made, and the Shares will not be accepted for purchase from or on behalf of any Shareholder, in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of the Offer Memorandum. Persons obtaining the Offer Memorandum are required to take due note and observe all such restrictions and obtain any necessary authorisations, approvals or consents (to the extent applicable). Outside of the Netherlands, no actions have been taken (nor will actions be taken) to make the Offer possible in any jurisdiction where such actions would be required. In addition, the Offer Memorandum has not been filed with nor recognised by the authorities of any jurisdiction other than the Netherlands. Neither the Offeror, nor Boskalis nor any of its advisers accepts any liability for any violation by any person of any such restriction. Any person (including, without limitation, custodians, nominees and trustees) who forwards or intends to forward the Offer Memorandum or any related document to any jurisdiction outside the Netherlands should carefully read Sections 2 and 3 of the Offer Memorandum (Restrictions and Important Information) before taking any action. The release, publication or distribution of the Offer Memorandum in jurisdictions other than the Netherlands may be restricted by law and therefore persons into whose possession the Offer Memorandum comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the law of any such jurisdiction.
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.
The Offer Memorandum includes forward-looking statements that involve risk and uncertainty. Generally, words such as may, will, expect, intend, estimate, anticipate, believe, plan, seek continue or similar expressions identify forward-looking statements. Although each of the Offeror, Boskalis and Smit, each with respect to the statements it has provided, believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, no assurance can be given that such statements will be fulfilled or prove to be correct, and no representations are made as to the future accuracy and completeness of such statements. Any such forward-looking statement must be considered together with the fact that actual events or results may vary materially from such forward-looking statements due to, among other things, political, economic or legal changes in the markets and environments in which the Offeror, Boskalis and/or Smit do business, competitive developments or risks inherent to the Offeror's, Boskalis or Smit's business plans and uncertainties, risk and volatility in financial markets and other factors affecting the Offeror, Boskalis and/or Smit.
The Offeror and Smit undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable laws and regulations or by any appropriate regulatory authority.
This is a joint press release by Royal Boskalis Westminster N.V., Boskalis Holding B.V. and Smit Internationale N.V., pursuant to the provisions of Section 10 paragraph 3 and Section 18 paragraph 3 of the Public Offers Decree (Besluit Openbare Biedingen Wft) 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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