Papendrecht, 13 March 2013
- 99% of the Shares committed to Boskalis
- No Post Closing Acceptance Period
- Settlement will take place on 20 March 2013
- Delisting from Euronext Amsterdam to occur on 12 April 2013
Reference is made to the press release of 8 February 2013, in which Boskalis Holding B.V. (the Offeror), a wholly-owned subsidiary of Boskalis, launched a mandatory cash offer for all issued and outstanding ordinary shares of Dockwise (the Shares) at an offer price of EUR 18.50/ NOK 137.65 per Share cum dividend (the Offer).
During the Offer Period, which ended today at 17:40 hours CET, 22,551,706 Shares have been tendered for acceptance, representing approximately 57% of the Shares with an aggregate value of EUR 417,206,561.00 / NOK 3,104,242,330.90. Shares registered in the VPS and tendered for acceptance are still subject to verification by the Norwegian Receiving Agent.
These Shares tendered under the Offer, together with the 16,722,812Shares that were already held by Boskalis prior to the launch of the Offer, amount to a total of 39,274,518 Shares, representing approximately 99% of the Shares. Dockwise holds 23 ordinary shares in its own capital. As this number is negligible for the purpose of the calculations, the rounded percentages including and excluding these treasury shares are the same.
No Shares were acquired by Boskalis after the launch of the Offer.
NO POST CLOSING ACCEPTANCE PERIOD
There will not be a post closing acceptance period and accordingly, Shareholders will not be allowed an additional opportunity to tender their Shares now that the Offer Period has ended.
With reference to the offer document dated 8 February 2013 (the Offer Document), holders of Shares 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 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
As announced on 7 March 2013, and taking into account the fact that more than 95% of the Shares is tendered under the Offer or already acquired by Boskalis, the last day of trading of the Shares on NYSE Euronext Amsterdam will be on 11 April 2013. This means that the termination of the listing of the Shares on NYSE Euronext Amsterdam shall be effective as of 12 April 2013.
As the requirements for delisting on the Oslo Stock Exchange are also met, delisting of the Shares on the Oslo Stock Exchange will be effectuated as soon as possible.
In addition, the Offeror will commence a compulsory acquisition (squeeze-out) of the remaining Shares shortly.
OFFER DOCUMENT AND FURTHER INFORMATION
This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Document. The information in this announcement is not complete and additional information is contained in the Offer Document.
Copies of the Offer Document are available free of charge at the website of Boskalis (www.boskalis.com) and at the offices of Nordea Bank Norge ASA (the Norwegian Receiving Agent) and ABN AMRO Bank N.V. (the Netherlands Receiving Agent) (together the Receiving Agent) and the Offeror:
Nordea Bank Norge ASA
Securities Services- Issuer Services
P.O. Box 1166 Sentrum
Telephone: + 47 22 48 62 62
Telefax: + 47 22 48 63 49
ABN AMRO Bank N.V.
Department Equity Capital Markets HQ 7050
Gustav Mahlerlaan 10
1082 PP AMSTERDAM
Telephone: +31 20 344 2000
Fax:+31 20 628 8481
Boskalis Holding B.V.
3356 LK Papendrecht
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), Article 5:25i paragraph 2 of the Dutch Act on Financial Supervision (Wet op het Financieel Toezicht) and Articles 4 and 16 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 Canada or Japan. Terms not defined in this press release will have the meaning as set forth in the Offer Document.
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, heavy transport, lifting and installation (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 15,600 employees.
This press release can also be found on our website www.boskalis.com.
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