Offer outcome: 99% of the Dockwise shares committed to Boskalis

by Hans | March 13th, 2013

HIGHLIGHTS

 99% of the Shares committed to Boskalis

  • No Post Closing Acceptance Period
  • Settlement will take place on 20 March 2013
  • Delisting from Euronext Amsterdam to occur on 12 April 2013

Reference is made to the press release of 8 February 2013, in which Boskalis Holding B.V. (the Offeror), a wholly-owned subsidiary of Boskalis, launched a mandatory cash offer for all issued and outstanding ordinary shares of Dockwise (the Shares) at an offer price of EUR 18.50/ NOK 137.65 per Share cum dividend (the Offer).

ACCEPTANCES: During the Offer Period, which ended today at 17:40 hours CET, 22,551,706 Shares have been tendered for acceptance, representing approximately 57% of the Shares with an aggregate value of EUR 417,206,561.00 / NOK 3,104,242,330.90. Shares registered in the VPS and tendered for acceptance are still subject to verification by the Norwegian Receiving Agent.

These Shares tendered under the Offer, together with the 16,722,812Shares that were already held by Boskalis prior to the launch of the Offer, amount to a total of 39,274,518 Shares, representing approximately 99% of the Shares. Dockwise holds 23 ordinary shares in its own capital. As this number is negligible for the purpose of the calculations, the rounded percentages including and excluding these treasury shares are the same.

No Shares were acquired by Boskalis after the launch of the Offer.

NO POST CLOSING ACCEPTANCE PERIOD: There will not be a post closing acceptance period and accordingly, Shareholders will not be allowed an additional opportunity to tender their Shares now that the Offer Period has ended.

SETTLEMENT: With reference to the offer document dated 8 February 2013 (the Offer Document), holders of Shares who have validly tendered and transferred (geleverd) their Shares for acceptance pursuant to the Offer prior to the expiry of the Offer Period will receive the Offer Price in respect of each Share tendered on 20 March 2013.

The Offer Price will be settled in cash in EUR with respect to Shareholders holding shares through Euroclear Nederland and Shareholders individually recorded in the register of members of Dockwise. The Offer Price will be settled in cash in NOK with respect to Shareholders holding shares through VPS.

DELISTING AND COMPULSORY ACQUISITION: As announced on 7 March 2013, and taking into account the fact that more than 95% of the Shares is tendered under the Offer or already acquired by Boskalis, the last day of trading of the Shares on NYSE Euronext Amsterdam will be on 11 April 2013. This means that the termination of the listing of the Shares on NYSE Euronext Amsterdam shall be effective as of 12 April 2013.

As the requirements for delisting on the Oslo Stock Exchange are also met, delisting of the Shares on the Oslo Stock Exchange will be effectuated as soon as possible.

In addition, the Offeror will commence a compulsory acquisition (squeeze-out) of the remaining Shares shortly.

OFFER DOCUMENT AND FURTHER INFORMATION: This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Document. The information in this announcement is not complete and additional information is contained in the Offer Document.

Copies of the Offer Document are available free of charge at the website of Boskalis (www.boskalis.com) and at the offices of Nordea Bank Norge ASA (the Norwegian Receiving Agent) and ABN AMRO Bank N.V. (the Netherlands Receiving Agent) (together the Receiving Agent) and the Offeror:

Nordea Bank Norge ASA
Securities Services- Issuer Services
P.O. Box 1166 Sentrum
NO-0107 Oslo
Norway
Telephone: + 47 22 48 62 62
Telefax: + 47 22 48 63 49
 
ABN AMRO Bank N.V.
Department Equity Capital Markets HQ 7050
Gustav Mahlerlaan 10
1082 PP AMSTERDAM
The Netherlands
Telephone: +31 20 344 2000
Fax:+31 20 628 8481

The Offeror
Boskalis Holding B.V.
Rosmolenweg 20
3356 LK Papendrecht
The Netherlands
 
FOR FURTHER INFORMATION
Investor Relations & Press:
Martijn L.D. Schuttevâer
ir@boskalis.com

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