Dockwise Ltd : Dockwise asks Court for Immediate Suspension of Fairstar Management
(Thomson Reuters ONE) -
Breda, the Netherlands, 13 July 2012. Dockwise has, through its wholly-owned
subsidiary Dockwise White Marlin B.V., requested the Enterprise Chamber of the
Amsterdam Appellate Court to schedule a date to hear a request for the immediate
suspension of the management of Fairstar Heavy Transport N.V. ("Fairstar"), more
in particular of the Chairmen of the Supervisory and Executive Boards. Dockwise
will, in addition, request the immediate appointment of new Supervisory and
Executive Board members. The Enterprise Chamber court hearing is now set at 26
July 2012. The Enterprise Chamber procedure is in addition to Dockwise's earlier
request to the Rotterdam court for authorization to convene an Extraordinary
Meeting of Shareholders ("EGM") proposing the appointment of three supervisory
board members at Fairstar in addition to the two current members. The Rotterdam
court hearing is set at 20 July 2012.
In the current circumstances Dockwise has to initiate legal proceedings to
protect the interests of the Fairstar - Dockwise combination and involved
stakeholders.
Dockwise has, on various occasions, proposed to Fairstar to agree on
finalization of the acquisition of Fairstar by Dockwise, more in particular on:
* the recommendation by Fairstar management for an offer on the remaining
almost 5% of Fairstar shares not yet owned by Dockwise;
* information sharing on contracts, fleet completion and financing
arrangements and other relevant matters;
* confirmation of Dockwise commitments to Fairstar stakeholders including job
security for Fairstar employees and contract security for Fairstar clients;
* an exit arrangement for Fairstar management.
While Fairstar had, at some point in time, indicated it was willing to consider
a recommendation, they were not willing to adequate provide information,
dialogue was frustrated by Fairstar management and, proven by yesterday's press
release from Fairstar announcing the intention of the management of Fairstar to
pursue a bond issue, the Supervisory Board appears to have lost control of
Fairstar management. Fairstar management seems to continue to act contrary to
the interest of Fairstar, the Fairstar - Dockwise combination and its
shareholders and stakeholders, certainly in the current situation whereby
Dockwise holds over 95% of the shares and a combination of the companies is
imminent. Fairstar management further taking steps to build the fifth vessel
without any discussion and reassessment in the context of the combination of the
two companies is unacceptable.
Fairstar made yesterday's announcement regarding the intended bond issue without
the prior knowledge of its 95% shareholder Dockwise, while it had previously
agreed not to issue bonds without the prior approval of Dockwise. In the
meantime after yesterday's press release and response thereto by Dockwise,
Fairstar indicated again that it will not issue the bonds without the approval
by Dockwise.
It is unlikely that Dockwise will approve the bond issue. As indicated on many
occasions the intended bond issue appears value destructive and not the right
financing option for Fairstar. Other financing options also need to be taken
into account from the perspective of the Fairstar- Dockwise combination
including the previous offer by Dockwise to support and underwrite between USD
50-100 mln of new equity for Fairstar, which was not considered or discussed by
the boards of Fairstar. In addition to the offers by Dockwise to support the
financing of Fairstar through an equity issue or other ways, Dockwise remains
willing to buy the Fairstar bonds from bondholders, including those that may
exercise their put option.
For further information please contact:
Fons van Lith
Email: fons.van.lith(at)dockwise.com
Tel: +31 (0)6 51 314 952 or +31 (0)76 5484116
About Dockwise Ltd./Dockwise Group
Dockwise Ltd., a Bermuda incorporated company, has a workforce of approximately
1,300 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 Genoa, Italy. The Dockwise
Shipping network is supported by a global network of agents.
To support all of its services to customers, the group has engineering centers
in Houston, Breda, Rotterdam and Shanghai, manufactures specific motion
reduction equipment such as LMU (Leg Mating Units) and DMU (Deck Mating Units)
and owns a fleet of 23 (of which 2 under construction) purpose built, semi-
submersible vessels.
Dockwise shares are listed on the Oslo Stock Exchange under ticker DOCK-OS and
on NYSE Euronext Amsterdam under ticker DOCKW-AE. Shares of Dockwise subsidiary
Fairstar Heavy Transport N.V. are listed on the Oslo Stock Exchange under ticker
FAIR-OS
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
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: Dockwise Ltd via Thomson Reuters ONE
[HUG#1626705]
Unternehmensinformation / Kurzprofil:
Datum: 13.07.2012 - 16:25 Uhr
Sprache: Deutsch
News-ID 165228
Anzahl Zeichen: 6445
contact information:
Town:
Breda
Kategorie:
Business News
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"Dockwise Ltd : Dockwise asks Court for Immediate Suspension of Fairstar Management"
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