Fairstar Heavy Transport turns down Dockwise "poison pill", management determined to protect interests of all Stakeholders
(Thomson Reuters ONE) -
Fairstar Heavy Transport N.V. (FAIR) has informed Dockwise that the unsolicited
financial proposal received from Dockwise is of no interest to Fairstar.
Dockwise has attempted to characterize the offer of USD 30 million in
"subordinated debt" to be an attempt by Dockwise to be helpful. However, a close
reading of the Dockwise proposal revealed it to be another opportunistic device
to try and lock in a NOK 9.3 ceiling for Fairstar shares. Fairstar does not
consider "poison pills" of any sort to be appropriate tools in the proper
management of our Stakeholders' interests.
Fairstar had a facility in place with DNB Bank ASA ('DNB') that would have
provided not only the funding required to take delivery of the FORTE as well as
make a progress payment for the FINESSE, it provided the Company with a
performance bond facility that is required under the various contracts Fairstar
has signed for Gorgon, Ichthys, Golden Eagle and CMMP Iraq. The DNB facility had
a change in control clause giving DNB the right to withdraw the facility if any
one party breached a 30% threshold. A beach occurred on April 22, 2012 when
Dockwise and its concert party announced their acquisition of over 50% of
Fairstar's outstanding shares. The DNB facility is no longer available to
Fairstar.
Fairstar has conscientiously explored other options since April 22. We have an
obligation to pay our partners in China for their work on FORTE and FINESSE.
They will be paid. We have an obligation to our partners in Gorgon, Ichthys,
Golden Eagle and CMMP Iraq to issue performance bonds equivalent to 10% of the
contracts' value. These performance bonds will be issued. Fairstar is currently
negotiating with a new bank group to finalize a facility that will provide the
liquidity we need to pay for our ships. It will also allow us to issue the
performance bonds we have promised to provide. Most importantly, the facility
will not disadvantage one group of our shareholders for the benefit of another.
We are committed to fair play and prudent, transparent financial management.
Details of our ongoing discussions will be released once the facility has been
signed.
Fairstar remains concerned that Dockwise continues to release false and
misleading information. The financial reporting of our Company has been properly
audited and punctually released. Our auditors were present at the AGM to answer
all of the questions asked by the Dockwise representatives. The AGM minutes will
reveal that the Dockwise representatives had failed to read the accounts
accurately. The suggestion made by Dockwise in their OSE release on 15/5 of
"insufficient disclosure" is not true.
Fairstar has consistently invited Dockwise to engage in a constructive dialog
concerning the fair valuation of our Company. We have produced clear evidence
that the combination of the two companies is accretive up to NOK 14. We have
expressed appropriate concerns for the future of our Team, the interests and
expectations of our clients and the rights of our shareholders who will not
accept the low ball offer of NOK 9.3.
Dockwise has engaged in a hostile and dishonest campaign against Fairstar. They
have told our employees that no changes will be made "for the foreseeable
future", they have told the market "the interests of minority shareholders who
will remain in Fairstar will be PROPERLY TAKEN INTO ACCOUNT." This type of
ambiguous language is the specialty of clever lawyers. The words are hollow and
their true intentions are perfectly clear.
Fairstar will respond in detail to the Dockwise Offer tendered today, once we
have examined it carefully and properly. In the meantime we will continue to
manage Fairstar with the same competence, skill and determination our
Stakeholders have always expected of us.
For further information please contact:
Philip Adkins, CEO (philip.adkins(at)fairstar.com)
Ingmar den Blanken, Treasurer (ingmar.den.blanken(at)fairstar.com)
Web: www.fairstar.com
Tel: +31 (0)10-403 5333
*****
Profile Fairstar Heavy Transport:
Fairstar Heavy Transport N.V. is a leading provider of marine heavy transport
solutions, specializing in high-value cargoes for the offshore and onshore
energy and construction industries. Fairstar owns and operates two of the most
modern semi-submersible heavy transport ships in the global fleet, FJORD and
FJELL. The 50,000DWT, open-stern semi-submersible vessels FORTE and FINESSE are
currently under construction with Guangzhou Shipbuilding International in China
and will be owned and operated by Fairstar when they are delivered in May and
October of 2012 respectively. Fairstar is based in Rotterdam and quoted on the
Oslo Stock Exchange (ticker: FAIR).
Press Release (PDF):
http://hugin.info/143837/R/1612659/513400.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Fairstar Heavy Transport NV via Thomson Reuters ONE
[HUG#1612659]
Unternehmensinformation / Kurzprofil:
Datum: 16.05.2012 - 07:08 Uhr
Sprache: Deutsch
News-ID 147014
Anzahl Zeichen: 6024
contact information:
Town:
ROTTERDAM
Kategorie:
Business News
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