Boskalis has reconfirmed its intention to make an all cash voluntary public offer for all the issued and outstanding ordinary shares of Dockwise. The offer will be made in euros at an offer price of EUR 18 per share (cum dividend), which is an increase of 80 euro cents relative to the initial announcement.
The offer values Dockwise at EUR 714 million with an enterprise value of approximately EUR 1.23 billion.
Over 72 Per Cent Comitted to the Offer
Large shareholder Project Holland Beheer, with 7.4 per cent shareholding, has signed an irrevocable undertaking. Together with the shares currently held by Boskalis, more than 72 per cent of the Shares are already committed to the offer. The offer will not be conditional upon a minimum acceptance level. Boskalis has acquired in total approximately 33 per cent of the Shares, at purchase prices below the offer price.
Discussions with Dockwise
Following the initial announcement, Boskalis and Dockwise have conducted further discussions with respect to the proposed transaction. Boskalis will continue the dialogue with Dockwise with a view to obtaining the support and recommendation of the Board of Directors of Dockwise. Boskalis has requested the Board of Directors of Dockwise to be given access to due diligence information and to information required to evaluate and process the necessary regulatory filings, including relevant filings to antitrust authorities.
Financing
The definitive offer announcement will be made once Boskalis has received confirmations from the banks in respect of committed financing. The offer and the refinancing of existing facilities will be funded through a mix of existing cash resources, new senior debt facilities and new equity. The company's relationship banks have expressed strong interest in respect of debt financing. At an extraordinary general meeting of shareholders to take place on 10 January 2013 the shareholders will be requested to authorise the Board of Management, subject to the approval of the Supervisory Board, to issue new Boskalis shares up to a maximum of ten per cent of the number of ordinary shares currently issued. The company expects its financial position to stay strong.
No Minimum Acceptance Condition
In the initial announcement, Boskalis indicated the offer would be conditional upon a minimum acceptance condition warranting adequate consolidation and control. However, since more than 72 per cent of the shares is already acquired by, or committed to, Boskalis, the offer will not be conditional upon any minimum acceptance level.
Applicable Rules
Due to the primary listing of Dockwise on the Oslo Stock Exchange, the Norwegian offer rules will be applicable and the offer document will be subject to approval by the Oslo Stock Exchange. In consideration of the secondary listing of Dockwise on Euronext Amsterdam, Boskalis has requested the Dutch Authority for Financial Markets (AFM) for an exemption from the Dutch offer rules in order to avoid ambiguity as to the applicable regulatory framework and to ensure a clear and efficient offer process. The decision of the AFM in response to the request has not yet been received.
Offer Document
Full details of the Offer, including all terms and conditions, will be set out in an offer document and sent to Dockwise shareholders. Subject to having obtained prior approval from the Oslo Stock Exchange and, to the extent applicable, the AFM, the offer document is expected to be sent to Dockwise shareholders on or around 21 January 2013. The offer document will also be published on the Boskalis website (www.boskalis.com).
