Reference is made to the press release of 20 March 2013, whereby it was announced that Boskalis Holding B.V. (the Offeror), a wholly-owned subsidiary of Royal Boskalis Westminster N.V. (Boskalis), had initiated a compulsory acquisition of shares under Section 103 of the Bermuda Companies Act to acquire all remaining shares in Dockwise Ltd (Dockwise) not already held by the Offeror.
By the expiry of the statutory deadline of 22 April 2013, none of the remaining shareholders had made any application to the Supreme Court in Bermuda to appraise the value of the shares to be acquired by the Offeror. Accordingly, all remaining shares in Dockwise will be acquired by the Offeror on or about 26 April 2013 against payment of EUR 18.50 / NOK 137.65 in cash per Dockwise share. Following such acquisition, the Offeror will hold 100% of the shares in Dockwise.
Boskalis says financing for Dockwise offer in place
With reference to the press release of 21 December 2012 in which Boskalis announced its decision to make an all cash voluntary public offer for all the issued and outstanding ordinary shares of Dockwise at a price of EUR 18.50 per share cum dividend (the Offer), Boskalis hereby confirms that it has the necessary funds available to finance the Offer, the Company press release said.
The Offer values Dockwise at EUR 733 million with an enterprise value of approximately EUR 1.25 billion. Boskalis will finance the Offer and refinance existing facilities through a mix of existing cash resources, new senior debt facilities and an equity issuance.
Boskalis confirms that it has taken reasonable measures to ensure that it will be able to finance the equity part of the Offer and that it has secured EUR 1.3 billion of committed financing arrangements with tenors of up to 5 years. The combination of the committed debt financing and the intended issue of new equity will be used to finance the Offer and for general corporate purposes.
The addition of Dockwise's activities to the Boskalis group will provide an extensive package of services for clients in the oil and gas sector.
Boskalis has invited the Dockwise Board of Directors to discuss the intended offered acqusition which features:
• Intended all-cash offer of EUR 17.20 per share for all issued and outstanding shares of Dockwise for a total consideration of EUR 682 million
• The combination broadens Boskalis' maritime services offering for the offshore energy market
• Combination of Boskalis and Dockwise provides new strategic opportunities for accelerated growth of the offshore services
• Acquisition results in strong EBITDA increase and will be earnings per share accretive
The new combination will be in a better position to serve clients with the optimal deployment of people and equipment under increasingly complex circumstances worldwide. 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.
With the arrival this year of three new flexible fall pipe rock
dumping, the combined capacity almost doubled in one blow.
Both Van Oord and Boskalis Tideway bring this year's huge stone-dumping vessel in operation which are mainly used for offshore projects, such as hedging pipelines in deep water.
Boskalis Q3 2010 Trading Update
• Revenue growth resulting from merger with SMIT
• Sustained margin strength and good fleet utilization at dredging activities
• Order book approximately € 3.2 billion
• Earnings outlook raised to at least € 290 million
Review of operations
Royal Boskalis Westminster N.V. saw further revenue growth in the third quarter as a result of its merger with SMIT. Excluding the contribution from SMIT, revenue was slightly higher compared to the same period last year.
Source: Boskalis, www.boskalis.com/...
Boskalis proposal to SMIT Pension Fund
• One-off voluntary deposit of approximately € 30 million
• No additional future obligations for further deposits
• No reduction in pension entitlements as from 1 January 2011
• Deposit has no impact on Boskalis' earnings
Royal Boskalis Westminster N.V. announces that it has today submitted a written proposal to the Board, the Members' Council and the Accountability Board of the SMIT Pension Fund aimed at preventing a reduction in pension entitlements from 1 January 2011.
Source: Boskalis, www.boskalis.com/...
Recently Seatools of Numansdorp landed the largest order since its establishment in August 1999: Royal Boskalis Westminster N.V. – the international provider of dredging services, maritime infrastructure and maritime services – commissioned the specialist submersible company to build a unique underwater robot that will combine the functions of a survey ROV (remotely operated vehicle) with those of a rock-dump ROV. The ROV will be stationed on board a new, 159-metre long fallpipe vessel that is currently being built for Boskalis at the Keppel Singmarine Pte Ltd. shipyard in Singapore. Seatools will handle the construction and the entire engineering of this spectacular new project, and develop the advanced software that will enable the ROV to be easily controlled from on board the mother vessel. Source: Sea Tools, seatools.com/news...
Further to earlier reports concerning the financial position of the SMIT pension fund, Boskalis announces that the board of the SMIT Pension fund Foundation (Stichting Pensioenfonds SMIT) has informed the Board of Directors of SMIT that it intends to reduce the pension entitlements by 13.2% from 1 January 2011 in order to strengthen the fund's financial position.
Read more at Boskalis, www.boskalis.com/...