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    Boskalis to make offer for Dockwise

    News // November 26, 2012

    Royal Boskalis Westminster, the Dutch dredging and marine company, is making an offer for heavy lift contractor Dockwise.
    The all-cash offer of Euros 17.20 per share is for all issued and outstanding shares of Dockwise for a total consideration of Euros 682 million. Boskalis has invited the Dockwise Board of Directors to discuss the intended offer.
    "The combination of the two companies provides new strategic opportunities for accelerated growth of the offshore services," said Boskalis. "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.

    "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 of 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."
    Based on the offer price of Euros 17.20 per ordinary share in cash (cum dividend), the offer values Dockwise at Euros 682 million with an enterprise value of approximately Euros 1.2 billion.

    The main shareholder of Dockwise, HAL Investments BV, has expressed its support for the transaction and has irrevocably committed to tender its shares in Dockwise under the intended offer. Therefore, 31.7 per cent of the outstanding ordinary shares is already committed to the intended offer.
    Boskalis and Dockwise have had initial discussions with respect to the proposed transaction, in which Dockwise expressed a positive attitude towards the strategic rationale of the proposed business combination.

    "Boskalis fully appreciates that the Dockwise Board of Directors will need to evaluate all components of the proposed transaction before taking a definitive position in respect of the intended offer," said Boskalis. "Boskalis has invited Dockwise to meet at short notice with a view to further discuss the proposed offer in order to come to a transaction that is supported and recommended by the Board of Directors of Dockwise."
    The intended offer and the refinancing of existing facilities will be funded through a mix of existing cash resources and new senior debt facilities. As part of the financing, Boskalis also expects to issue up to a maximum of ten per cent new equity. Following the acquisition, the financial position of Boskalis will continue to be strong.
    The full details of the offer will be included in an offer document which will be made available to all Dockwise shareholders once the Norwegian regulator has given its approval pursuant to Chapter 6 of the Norwegian Securities Act.

    Boskalis anticipates that a formal offer can be presented to Dockwise's shareholders in the course of the first quarter 2013.


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