Boskalis declares offer for Smit unconditional; 90% Shares accepted

Reference is made to the joint press release of Royal Boskalis Westminster N.V. (Boskalis) and Smit Internationale N.V. (Smit) of 24 February 2010 whereby Boskalis Holding B.V., a wholly owned subsidiary of Boskalis (the Offeror) announced to make a public cash offer for all the issued and outstanding ordinary shares of Smit (the Shares) at an offer price of EUR 60 per Share (the Offer).

Highlights
• Boskalis Holding B.V. declares the public offer for all Shares in Smit Internationale N.V. unconditional
• Remaining Shares can be tendered in a post acceptance period ending 13 April 2010

Offer Unconditional
All offer conditions in connection with the Offer, as described in the offer memorandum dated 25 February 2010 (the Offer Memorandum), have been fulfilled, with the exception of the offer condition of all relevant regulatory approval procedures having been completed. The Offeror has decided to waive this condition, taking into account that completion of the Offer and further implementation of the transaction can be effectuated on the basis of the regulatory approvals that have currently been obtained, including approval from the Nederlandse Mededingingsautoriteit.
As a result, the Offeror is hereby pleased to announce that it declares the Offer unconditional (gestanddoening).

Acceptances
During the offer period, which ended at 18:00 hours, Amsterdam time on 26 March 2010, 10,944,781 Shares have been tendered for acceptance under the Offer, representing 59.59% of the Shares and an aggregated value of EUR 656,686,860.
These Shares tendered under the Offer, together with the Shares already held by Boskalis, amount to a total of 16,450,452 Shares, representing 89,57% of the Shares.

Settlement
With reference to the Offer Memorandum, holders of Shares (Shareholders) who accepted the Offer shall receive an amount in cash of EUR 60 per Share (the Offer Price) for each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) under the terms and conditions and subject to the restrictions of the Offer.

Payment of the Offer Price per Share shall occur on 1 April 2010 (the Settlement Date).

Post Closing Acceptance Period (na-aanmeldingstermijn)
The Offeror grants the Shareholders who have not yet tendered their Shares under the Offer the opportunity to tender their Shares in a post closing acceptance period (na-aanmeldingstermijn) commencing at 09:00 hours, Amsterdam time, on 30 March 2010 and expiring at 18:00 hours, Amsterdam time, on 13 April 2010 (the Post Closing Acceptance Period). Shareholders can tender their Shares in the same manner and subject to the same terms, conditions and restrictions as described in the Offer Memorandum.
Shares tendered during the Post Closing Acceptance Period will immediately be accepted. Shareholders who tender their Shares during the Post Closing Acceptance Period shall not have the right to withdraw such tendered Shares. The Offeror shall arrange for a payment for the Shares that are validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) in the Post Closing Acceptance Period as soon as possible and shall use reasonable endeavours to arrange that, in respect of Shares that are so tendered and delivered to Rabo Securities, as exchange agent in respect of the Offer, before 18:00 hours, Amsterdam time, on any day that Euronext Amsterdam N.V. is open for trading (a Trading Day) during the Post Closing Acceptance Period, the payment of EUR 60 per Share shall be made on the third Trading Day after the date on which the relevant tender and delivery was made.

Consequences of the Offer
As soon as legally possible and practicable, the Offeror intends to terminate the listing of the Shares on Euronext Amsterdam.

The remaining Shareholders who do not wish to tender their Shares in the Post Closing Acceptance Period should carefully review Section 6.12 of the Offer Memorandum, which describes certain risks that will exist in connection with their continued shareholding in Smit, including among others, a squeeze-out procedure if more than 95% of the Shares are acquired by the Offeror, loss of liquidity, increased leverage, reduced governance rights, tax treatment of distributions and changes to Smit’s dividend policy. These risks are in addition to the risks associated with holding securities issued by Smit generally, such as the exposure to risks related to the business of Smit and its subsidiaries, the markets in which the Smit Group operates, as well as economic trends affecting such markets generally as such business, markets or trends may change from time to time.

Further information
The information set out in this press release is not complete and for further information reference is made to the Offer Memorandum. The Offer Memorandum contains details of the Offer and is published in the English language with a summary in the Dutch language. Shareholders are advised to review the Offer Memorandum in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the content of the Offer Memorandum and the Offer itself.