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    Boskalis makes voluntary offer for Dockwise

    News // December 21, 2012

    Dutch dredging and marine contractor Royal Boskalis Westminster has confirmed that it is making an all cash voluntary public offer (through its wholly owned subsidiary Boskalis Holding BV) for all the issued and outstanding ordinary shares of semi-submersible heavy lift vessel operator Dockwise.

    The offer is being made in Euros at an offer price of Euros 18.50 per share (cum dividend), which is an increase of 50 euro cents relative to the 17 December announcement.

    The offer price represents:

    a premium of approximately 74 per cent relative to the closing price of Euros 10.66 per share of Dockwise as per 23 November 2012
    a premium of approximately 45 per cent relative to the average closing price of an ordinary share of Dockwise during the last three months, and
    a premium of approximately 40 per cent relative to the average closing price of an ordinary share of Dockwise during the last 12 months.

    The offer values Dockwise at Euros 733 million with an enterprise value of approximately Euros 1.25 billion.

    Boskalis said it "strongly believes that the offer price represents full and fair value for the shareholders of Dockwise."

    In addition to HAL Investments BV and Project Holland Deelnemingen BV, other shareholders, holding approximately 11.1 per cent of the shares, have now also agreed to an irrevocable undertaking to support and accept the offer in accordance with its terms, subject to customary conditions. None of these shareholder have received information that will not be included in the offer document.

    Together with the shares acquired by Boskalis, in total approximately 33 per cent of the shares, this means that approximately 83.5 per cent is already committed to the offer.

    "Constructive discussions are ongoing between Boskalis and Dockwise with respect to the proposed transaction," said Boskalis. "Boskalis has started its due diligence and is preparing the necessary regulatory filings, including relevant filings to antitrust authorities."

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