NOVEMBER 26, 2012 — Not so long ago, heavy lift specialist Dockwise acquired Fairstar Heavy Transport in a takeover saga that was not without its moments. Now Dockwise is the target of an unsolicited acquisition offer. Royal Boskalis Westminster said today that it had launched an 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. It said that the main shareholder of Dockwise, HAL Investments B.V., has expressed its support for the transaction and has irrevocably committed to tender its shares in Dockwise under the intended offer.

"Therefore, 31.7 percent of the outstanding ordinary shares is already committed to the intended offer," said Boskalis.

And by 18.07 CET, Boskalis reported that it had picked up approximately 11.5 million shares in Dockwise in the course of trading today. This shareholding, it said, represents 29 percent of the shares in Dockwise.

Boskalis said that the combination of the two companies provides new strategic opportunities for accelerated growth of the offshore services.

"The addition of Dockwise’s activities to the Boskalis group will create a service provider with an extensive package of services for clients in the oil and gas sector," said a press release. "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. The two companies are currently jointly tendering for a large T&I project in Australia. Furthermore, Boskalis sees potential for a broader deployment of the vessels of Dockwise within the group for the benefit of dredging-, offshore- and salvage projects. The acquisition will lead to a strong increase of the EBITDA and will be earnings per share accretive."

Peter Berdowski, CEO Boskalis, said:
“Combining Boskalis and Dockwise offers advantages and new opportunities for both companies. The combination creates a world class maritime player, well positioned for the offshore energy market. This step fits in our growth strategy aimed at broadening our service offering for clients in the oil and gas sector. We are convinced that the addition of Dockwise to our group will structurally create value, as we have also demonstrated with SMIT. Furthermore, the addition will result in a strong increase of our EBITDA.”

Dockwise issued a statement saying that its Board, together with its financial and legal advisers, will consider the intended offer  to assess its merits, risks and the consequences for Dockwise and its shareholders, as well as its employees and other stakeholders, compared with the stand-alone strategy of Dockwise and other alternatives.

André Goedée, CEO of Dockwise, commented:

"This unsolicited approach for our company has arrived not only during a phase of successful strategic development, but also during a period of intense tendering in the upstream arena. With the strategic acceleration in logistic management and the addition of new vessels, such as the Dockwise Vanguard and the Dockwise White Marlin, the company is well positioned in the Oil and Gas upstream and downstream environment. From this position the Company is well suited to manage its next steps on a standalone basis.

"The medium term outlook in the Oil and Gas upstream and downstream environment clearly emphasises that there will be opportunities to establish new backlog records for Dockwise in the near future. Our position built in our individual markets, on top of our unrivaled leadership in Heavy Marine Transport, leads to the conclusion that any offer made for the company should fully reflect our strong market position and should clearly serve the interests of the company as a whole, including all our shareholders, as well as our employees, clients and other stakeholders."

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