Boskalis intends to takeover Dockwise through an all-cash offer of € 17.20 per share for all issued and outstanding shares of Dockwise for a total consideration of € 682 million. Today, Boskalis has already acquired the first ten per cent of outstanding shares.
Strategic Opportunities
The combination of the two companies provides new strategic opportunities for accelerated growth of the offshore services. Combining the vessels of Dockwise with the project management expertise and engineering know-how of Boskalis will also enable a fast track implementation of the strategic ambition to execute Transport & Installation (T&I) projects. The two companies are currently jointly tendering for a large T&I project in Australia. Furthermore, Boskalis sees potential for a broader deployment of Dockwise's vessels within the group for the benefit of dredging, offshore and salvage projects. The acquisition will lead to a strong increase of the EBITDA and will be earnings per share accretive.
World Class Maritime Player
Peter Berdowski, CEO Boskalis: 'The combination creates a world class maritime player, well positioned for the offshore energy market. This step fits in our growth strategy aimed at broadening our service offering in the oil and gas sector. We are convinced the addition of Dockwise to our group will structurally create value, as we have also demonstrated with SMIT.'
Little Negative Consequences
As a result of the complementary nature of the activities, the cultural fit and the development of the markets in which both companies operate, the transaction is expected to result in no or only limited negative consequences for employment, according to Boskalis. The company even expects growth and therefore extended career and development opportunities to employees of both companies.
31.7 Per Cent of Shares Is Committed
The main shareholder of Dockwise, HAL Investments B.V., has expressed its support for the transaction and has irrevocably committed to tender its shares in Dockwise under the intended offer. Therefore, 31.7 per cent of the outstanding ordinary shares is already committed to the intended offer.
Over Ten Per Cent of Shares in the Hands of Boskalis
Today, 26 November, Voskalis has already acquired approximately 4 million shares in Dockwise in the course of trading. This shareholding represents more than ten per cent of the shares in Dockwise.
Dockwise to Review Merits
The Board of Directors of Dockwise, together with its financial and legal advisers, will consider the intended offer of Boskalis to assess its merits, risks and the consequences for Dockwise and its shareholders, as well as its employees and other stakeholders, compared with the stand-alone strategy of Dockwise and other alternatives. As part of the evaluation process by the Board of Directors, Dockwise will seek clarification from Boskalis with regard to its intended offer.
André Goedée, CEO of Dockwise, comments on the developments: 'This unsolicited approach for our company has arrived not only during a phase of successful strategic development, but also during a period of intense tendering in the upstream arena. With the strategic acceleration in logistic management and the addition of new vessels, such as the Dockwise Vanguard and the Dockwise White Marlin, the company is well positioned in the oil and gas up- and downstream environment. From this position the company is well suited to manage its next steps on a stand-alone basis.'
Conditions
The commencement of the offer will be conditional on (i) satisfactory outcome of confirmatory due diligence and (ii) receipt of confirmations in respect of committed financing. Furthermore the offer, when made, will be subject to conditions precedent for transactions of this nature, including an acceptance threshold that warrants adequate consolidation and control, receipt of antitrust and other regulatory clearances, Boskalis shareholder approval and "no material adverse change" (no MAC) having occurred.
Financing
The intended offer and the refinancing of existing facilities will be funded through a mix of existing cash resources and new senior debt facilities. As part of the financing, Boskalis also expects to issue up to a maximum of ten percent new equity. Following the acquisition, the financial position of Boskalis will continue to be strong.
Details of the Offer
The full details of the offer will be included in an offer document which will be made available to all Dockwise shareholders once the Norwegian regulator has given its approval pursuant to Chapter 6 of the Norwegian Securities Act. Boskalis anticipates that a formal offer can be presented to Dockwise's shareholders in the course of the first quarter 2013.
Boskalis has invited Dockwise to meet at short notice with a view to further discuss the proposed offer in order to come to a transaction that is supported and recommended by the Board of Directors of Dockwise.
Picture: Peter Berdowski, CEO Boskalis: 'The combination creates a world class maritime player'' (by Royal Boskalis Westminster N.V.)
