Press release

Papendrecht, 30 March 2010

Reference is made to the press release of Royal Boskalis Westminster N.V. (Boskalis) of 27 March 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).

Acceptances
As a result of Boskalis having declared the Offer unconditional, a number of shareholders of Smit that had not yet tendered their Shares, including the Van Herk Groep, have informed Boskalis that, on the basis of the 90% acceptance as per the closing of the Tender Period, they will also accept the Offer.

As a result, 11,485,988 Shares have now been tendered for acceptance under the Offer, which, together with the Shares already held by Boskalis, amount to a total of 17.240.480 Shares, representing 93.87% of the Shares.

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), commencing at 09:00 hours, Amsterdam time, on 30 March 2010 and expiring 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.

Restrictions
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. We provide 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. Boskalis celebrates its 100th anniversary in 2010.

For further information please contact:

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         
E-mail:             m.l.schuttevaer@boskalis.nl

This press release can also be found on our website www.boskalis.com

 

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