Fairstar Board unanimously recommends acceptance of share offer

News - July 16, 2012

Fairstar Heavy Transport and Dockwise Ltd have announced their agreement on the recommended acquisition by Dockwise of the remaining shares in Fairstar.

The exit is to be realized through purchases on the Oslo Stock Exchange for an amount of NKr 10 per share.

The Management Board and the Supervisory Board of Fairstar unanimously recommend the remaining shareholders to sell their Fairstar shares in the exit.

Dockwise, through its wholly-owned subsidiary Dockwise White Marlin so far has acquired more than 95 per cent of the shares of Fairstar.

"The combination of Dockwise and Fairstar creates a global champion in the transport and oil and gas service provider market," said Dockwise. "The combined business, will be headquartered at Breda, with operating offices at Rotterdam, Houston and Shanghai."

"Dockwise and Fairstar have reached an agreement that satisfies Fairstar’s concerns towards all Fairstar stakeholders," said Dockwise. "An integration plan has been agreed and all corporate governance matters have been resolved. Commitments have been made between the Boards of Dockwise and Fairstar that will facilitate the involvement of Fairstar senior management in the integration process.

"Fairstar will convene an EGM to be held on 29 August 2012 to appoint three Dockwise representatives to the Supervisory Board and two Dockwise representatives to the Management Board.

The current members of the supervisory board will resign ultimately per the EGM. The current members of the Management Board Mr Adkins, CEO, and Mr Out, COO, have stepped down from the Management Board. They have agreed to remain available until the end of 2012 to provide support and assistance for the integration.

Messrs Robert Jan van Acker and Mr Erwin Hoogeveen will be appointed to the Management Board of Fairstar, with full authority. Their appointment will be formalized at the EGM.

After the Exit period, Dockwise and Fairstar will take the required steps to delist Fairstar from the Oslo Stock Exchange and Dockwise will initiate Dutch statutory buy-out proceedings to acquire the remaining Fairstar shares and obtain full control.

Dockwise and Fairstar have both withdrawn all pending legal actions taken towards each other in the last week.