The Netherlands: Dockwise Proposes Acquisition of Fairstar

Dockwise Ltd., indirectly, through its wholly-owned subsidiary Dockwise White Marlin B.V. has entered into share purchase agreements for the acquisition of approximately 54 % of the shares in Fairstar Heavy Transport N.V., a company listed on the Oslo Stock Exchange.

Certain of these agreements representing approximately 19 % of the shares in Fairstar have become unconditional and will be completed shortly. Other agreements remain conditional, and completion of these agreements is subject to approval of resolutions for the financing of the purchase of shares in Fairstar through an offering and issuance of new shares in Dockwise, primarily by the way of a rights issue, at the General Meeting of Dockwise shareholders (“AGM”) to be held on 9 May 2012. Following and subject to such approval at the AGM, the conditional purchase agreements will be completed, and Dockwise intends in such case to launch a public offer to acquire all of the remaining issued shares in Fairstar for 9.30 NOK per share in cash.

TRANSACTION HIGHLIGHTS

– Step change in the scale and focus of the Dockwise fleet:

• to better serve rapidly growing and evolving customer demand in the global oil & gas industry
• to secure a global sustainable leadership position as a heavy marine transport and oil & gas service provider in an increasingly competitive market environment

– A balanced presence throughout the oil & gas exploration, development and production phases:

• reducing Dockwise dependence on short term upstream contracts
• enhancing visibility on future revenues and earnings

– Advancement of Dockwise fleet rejuvenation plan, with associated capex savings

– EBITDA and cash flow enhancing, immediately

– Offer of 9.30 NOK implies premium of more than 22% on latest share price of NOK 7.62

– Transaction to be financed through equity issue of USD 230 – 300 million, consisting of:

• approximately USD 250 million rights issue, of which as of today USD 234 million has been committed
• issue of USD 50 million bridge equity in preference shares

– Shareholders in the enlarged Dockwise group to benefit from greater critical mass by market capitalisation and improved liquidity and stability of investment

Dockwise’s Chief Executive Officer, André Goedée, said: “The proposed acquisition of Fairstar, and the integration of their four vessels into our fleet significantly accelerates progress towards our strategic objectives. Fairstar’s growing position in downstream processing projects, including LNG module transportation developments such as Gorgon and Ichthys, is highly complementary to Dockwise’s existing market strengths. The transaction powerfully enhances our ability to provide our clients throughout the Oil & Gas industry with the diverse and project specific services they require. Next and of equal importance is the fundamental increase in size of Dockwise, reinforcement of its balance sheet and increased earnings potential. An important step forward at the right time.”

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Source: Dockwise, April 23, 2012; Image: Fairstar