Dockwise applies for delisting from Euronext
Papendrecht, Breda, 7 March 2013
Reference is made to the Offer Document and 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) and the press release of13 February 2013 in which Dockwise announced to support the combination of Dockwise and Boskalis and to recommend the Offer.
In anticipation of the completion of the Offer, Dockwise and Boskalis hereby announce that they have requested the delisting of the Shares from Euronext Amsterdam, subject to the condition that the Shares held by Boskalis, together with the Shares tendered under the Offer, constitute more than 95% of the total number of Shares following the expiry of the Offer Period. If the abovementioned condition is satisfied (and in accordance with Euronext Amsterdam Notice 2004-41) , the last day of trading of the Shares on Euronext Amsterdam will be 11 April 2013. This means that the termination of the listing of the Shares on Euronext Amsterdam shall be effective as of 12 April 2013.
Consequences of delisting
Shareholders should be aware that the Shares will no longer be tradable on Euronext Amsterdam through Euroclear Nederland following the termination of the listing of the Shares on Euronext Amsterdam. For as long as the Shares remain listed on the Oslo Stock Exchange, which may only be for a short period of time following the delisting on Euronext Amsterdam, Shareholders who wish to continue to trade their Shares on a stock exchange will need to transfer their Shares to the VPS system by using the standard conversion form and by following the instructions included therein.
Acceptance by Shareholders
Shareholders who do not want to hold non-listed Shares may wish to consider to tender their Shares under the Offer during the Offer Period, which will expire on 13 March 2013 at 17:40 CET. In this respect, it is noted that there will not be a post closing acceptance period allowing Shareholders an additional opportunity to tender their Shares.
In order for Shareholders holding Shares through the VPS to accept the Offer, a VPS Acceptance Form must be correctly filled out, signed and delivered to, and received by, the Norwegian Receiving Agent prior to the end of the Offer Period.
Shareholders holding Shares through Euroclear Nederland must have validly made their acceptances known via their bank or broker to the Netherlands Receiving Agent prior to the end of the Offer Period to accept the Offer.
Reference is made to Sections 6.7.2 through 6.7.4 of the Offer Document.
Settlement
Shareholders 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 no later than 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 the VPS.
Offer Document and further information
The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Document.
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.
Shareholders are advised to review the Offer Document in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the Offer and the content of 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
Dockwise Ltd., a Bermuda incorporated Company, has a workforce of more than 1,400 people both offshore and onshore. The Company is the leading marine contractor providing total transport services to the offshore, onshore and yachting industries as well as installation services of extremely heavy offshore platforms. The Group is headquartered in Breda, the Netherlands. The Group's main commercial offices are located in the Netherlands, the United States and China with sales offices in Korea, Australia, Brazil, Russia, Singapore, Malaysia, Mexico and Nigeria. The Dockwise Yacht Transport business unit is headquartered in Fort Lauderdale and has an office in Italy. The Dockwise Shipping network is supported by agents in Norway, Argentina and Italy. To support all of its services to customers, the group also has three additional engineering centers in Houston, Breda and Shanghai and operates a fleet of 25 purpose built semisubmersible vessels (including Dockwise Vanguard, Finesse and White Marlin). Dockwise shares are listed on the Oslo Stock Exchange and on NYSE Euronext Amsterdam. For further information: www.dockwise.com
Royal Boskalis Westminster N.V. is a leading global services provider operating in the dredging, maritime infrastructure and maritime services sectors. The company provides creative and innovative all-round solutions to infrastructural challenges in the maritime, coastal and delta regions of the world with the construction and maintenance of ports and waterways, land reclamation, coastal defense and riverbank protection. In addition, Boskalis offers a wide variety of marine services and contracting for the offshore energy sector including subsea, heavy transport, lifting and installation (through Boskalis Offshore) and towage and salvage (through SMIT). It also has strategic partnerships in the Middle East (Archirodon) and in terminal services (Smit Lamnalco). With a versatile fleet of over 1,100 units Boskalis operates in around 75 countries across six continents. Including its share in partnerships, Boskalis has approximately 15,600 employees.
DOCKWISE, press release