Dockwise Board Supports Merger with Boskalis (The Netherlands)
The Board of Directors of Dockwise has unanimously resolved to support the combination of Dockwise and Boskalis and to recommend the mandatory cash offer by Boskalis of EUR 18.50 / NOK 137.65 per share cum dividend for all of the issued and outstanding common shares in the capital of Dockwise . Boskalis welcomes the position of Dockwise.
In the past months the Board organized a careful process to assess the Offer, the Combination and its consequences. Representatives of Dockwise and Boskalis held various meetings, Boskalis was given the opportunity to carry out due diligence and Dockwise co-operated with anti-trust filings and certain other matters. Dockwise held positive discussions with its works council and involved the trade union. The Board reviewed the final terms and conditions of the Offer set out in the offer document dated 8 February 2013 (the “Offer Document”).
After the publication of the Offer Document, the CEOs of Dockwise and Boskalis signed a document reflecting their mutual understanding in respect of certain principles, arrangements and process matters relating to the Offer and the Combination as confirmed in discussions between them on 12 February 2013 (the “Integration Principles”).
The Integration Principles deal with various aspects and consequences of the Combination for both Dockwise and Boskalis. Topics that were discussed by the CEOs and subsequently were laid down in the Integration Principles relate to certain arrangements and principles regarding the future strategy and business of Dockwise, market synergies, the brand name of Dockwise and Fairstar, crewing and vessel management, sourcing, the head office of Dockwise, social consequences of the Offer, and future corporate governance of Dockwise and Boskalis.
As indicated by Dockwise from the outset of the offer process, Dockwise recognises the strategic merits of the Combination. The Combination fits within the strategy of Dockwise to expand in the offshore transport and installation as well as the logistical management market, and is aligned with the focus of Boskalis on the strengthening and expansion of its position in the offshore energy market. The Combination will have a stronger and broader position within the value chain for both the transport and installation and logistical management segments of the business. Supported by Boskalis’s strong balance sheet and global reach, Dockwise will be able to reach its strategic objectives in transport and installation and logistical management faster compared to a continued stand-alone scenario. The Board initially indicated that the intended offer price of EUR 17.20 undervalued Dockwise and did not reflect its potential, and has welcomed the subsequent price increases to the final Offer price of EUR 18.50 / NOK 137.65 which today is accepted by 92.39% of the Dockwise shareholders.
The Board has unanimously reached the conclusion that under the circumstances the Offer and the Combination are in the best interests of Dockwise as a whole and its shareholders, as well as the Dockwise employees and other stakeholders and unanimously resolved to support the Combination and to recommend the Offer for acceptance to the shareholders. The reasons and considerations taken into account by the Board are described in the Position Statement of the Board, which is made publicly available on the Company’s website (www.dockwise.com) and the Newsweb of the Oslo Stock Exchange , which include:
*the increased price as accepted at this time by 92.39% of the shareholders taking into account the Company’s stand-alone value and the fairness opinion rendered to the Board by Leonardo & Co.
*the strategic rationale of the Combination enhancing the Dockwise strategy.
*the consequences for the Company’s stakeholders, including its employees in view of the limited overlap between Dockwise and Boskalis and the career opportunities within the Combination, and the mutual understanding of the CEOs of Dockwise and Boskalis confirmed in the merger document relating to such consequences of the Offer and the Combination.
*the execution certainty of the Offer, also in light of the fact that Boskalis has secured financing for the Offer.
As set out in paragraph 7.8.3 of the Offer Document, Boskalis has invited André Goedée, CEO of Dockwise, to join the board of management of Boskalis following completion of the Offer to enable a smooth integration of Dockwise in the Boskalis group. André Goedée has accepted that invitation. Furthermore, Boskalis has also invited Adri Baan to join the supervisory board of Boskalis following completion of the Offer. Adri Baan has accepted the invitation and his appointment is subject to approval by the Annual General Meeting of shareholders. Boskalis welcomes the support and recommendation of the Board and looks forward to André Goedée and Adri Baan respectively joining the Boskalis Management Board and Supervisory Board.
André Goedée, CEO of Dockwise on the Offer and the Combination:
“From the outset, the Dockwise board has identified strategic merit in a combination with Boskalis, building on Dockwise’s strategy. The understanding confirmed between the CEO’s ensures the best and most efficient plan for the combination, we are pleased to recommend the offer. The Dockwise team looks forward to becoming part of the Boskalis group and with minimal operational overlap between our companies, we foresee a swift integration. I am confident that the combined expertise, uniquely available within Dockwise and Boskalis, will be successful in offering a broad integrated range of premium services to our current and future clients.”
Adri Baan, Chairman of the Board of Dockwise:
“Since Boskalis’ initial approach, the Dockwise Board has run a diligent process to protect the interest of our shareholders, employees and the other stakeholders in our Company. We believe that process has been a success, and the Board now unanimously recommends the offer by Boskalis. This combination will provide value for our shareholders, attractive career opportunities for our employees and is a good outcome for the business which will now be able to accelerate the delivery of integrated solutions to our clients.”
Peter Berdowski, CEO of Boskalis:
“We welcome the unanimous support from the Board of Dockwise for the combination of our two companies. It is clear that all involved strongly believe in the business rationale of the combination. Together we will create a leading global provider of maritime services, well-positioned for the Offshore Energy market. We have already started to share ideas on our common way forward and look forward to welcoming our new Dockwise colleagues into Boskalis, building the winning team and creating new horizons.”
Morgan Stanley and Leonardo & Co are acting as financial advisors to Dockwise, NautaDutilh N.V., Advokatfirmaet Thommessen AS and Appleby (Bermuda) Limited as legal advisors. Leonardo & Co rendered the Fairness Opinion as independent financial advisor to the Board.
Kempen & Co is acting as financial advisor to Boskalis and Freshfields Bruckhaus Deringer LLP and Advokatfirmaet Wiersholm AS are acting as legal advisors to Boskalis.
Press Release, February 13, 2013