After already acquiring over 95 per cent of the shares of Fairstar, Dockwise has now reached an agreement with Fairstar Heavy Transport NV on the recommended acquisition of the remaining shares in Fairstar. The companies have withdrawn all pending legal actions taken towards each other in the last week.
The exit is to be realised through purchases on the Oslo Stock Exchange for an amount of NOK 10 per Share for a period of four weeks that started last weekend. The Management Board and the Supervisory Board of Fairstar unanimously recommend the remaining shareholders to sell their Fairstar shares in the exit.
Global Player
The combination of Dockwise and Fairstar creates a global player in the transport and oil & gas service provider market. The combined business will be headquartered at Breda, with operating offices at Rotterdam, Houston and Shanghai. The enlarged business represents a significant continuing presence for the Netherlands’ maritime industry in global oil and gas services.
Integration Plan
Dockwise and Fairstar have reached an agreement that satisfies Fairstar’s concerns towards all Fairstar stakeholders. An integration plan has been agreed and all corporate governance matters have been resolved. Commitments have been made between the Boards of Dockwise and Fairstar that will facilitate the involvement of Fairstar senior management in the integration process.
Board Changes
Fairstar will convene an EGM to be held on 29 August 2012 to appoint three Dockwise representatives to the Supervisory Board and two Dockwise representatives to the Management Board. The current members of the supervisory board will resign ultimately per the EGM. The current members of the Management Board Mr Adkins, CEO, and Mr Out,COO, have already stepped down from the Management Board. Both Mr. Adkins and Mr. Out have agreed to remain available until the end of 2012 to provide support and assistance for the integration. Messrs Robert Jan van Acker and Mr Erwin Hoogeveen will be appointed to the Management Board of Fairstar, with full authority, as of today. Their appointment will be formalized at the EGM.
Market Update
After the exit period, the companies will take the required steps to delist Fairstar from the Oslo Stock Exchange and Dockwise will initiate Dutch statutory buy-out proceedings to acquire the remaining Fairstar shares and obtain full control. Dockwise will publish its Q2 results on 14th August 2012 and will update the market at that point on the integration of the Fairstar business. The results will include Fairstar results as of 9 May 2012, the date Dockwise gained control of Fairstar.
