Dockwise Ltd : Dockwise applies for delisting from Euronext
(Thomson Reuters ONE) -
This press release is issued by Royal Boskalis Westminster N.V. (Boskalis) and
Dockwise Ltd. (Dockwise) pursuant to the provisions of Article 5-12 of the
Norwegian Securities Trading Act (Verdipapirhandelloven), Article 5:25i
paragraph 2 of the Dutch Act on Financial Supervision (Wet op het Financieel
Toezicht) and Article 4 of the Dutch Decree on Public Takeover Bids (Besluit
openbare biedingen Wft) in connection with its public offer for Dockwise. This
announcement does not constitute an offer, or any solicitation of any offer, to
buy or subscribe for any securities. This announcement is not for release,
publication or distribution, in whole or in part, directly or indirectly, in or
into Canada or Japan. Terms not defined in this press release will have the
meaning as set forth in the offer document of 8 February 2013 (the Offer
Document).
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.
With reference to Section 7.9 of the Offer Document, the Offeror will also apply
for delisting of the Shares from the Oslo Stock Exchange as soon as possible
following completion of the Offer. Such application requires the approval of the
general meeting of Dockwise, which is proposed to be resolved at the Annual
General Meeting to be held on 5 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
FOR MORE INFORMATION PLEASE CONTACT:
Dockwise: Fons van Lith
M: +31 (0)6 51 314 952 or T: +31 (0)76 5484116
E: fons.van.lith(at)dockwise.com
or
Boskalis: Martijn L.D. Schuttevâer
T +31 (0)78 6969310
F +31 (0)78 6969020
E: ir(at)boskalis.com
RESTRICTIONS
The Offer is being made with due observance of such statements, conditions and
restrictions as are included in the Offer Document. The Offeror reserves the
right to accept any tender under the Offer, which is made by or on behalf of a
Shareholder, even if it has not been made in the manner set out in the Offer
Document.
The Offer is not being made, and the Shares will not be accepted for purchase
from or on behalf of any Shareholder, in any jurisdiction in which the making of
the Offer or acceptance thereof would not be in compliance with the securities
or other laws or regulations of such jurisdiction or would require any
registration, approval or filing with any regulatory authority not expressly
contemplated by the terms of the Offer Document. Persons obtaining the Offer
Document are required to take due note and observe all such restrictions and
obtain any necessary authorisations, approvals or consents (to the extent
applicable). Outside of the Netherlands and the United States, no actions have
been taken (nor will actions be taken) to make the Offer possible in any
jurisdiction where such actions would be required. In addition, the Offer
Document has not been filed with nor recognised by the authorities of any
jurisdiction other than the Netherlands. Neither the Offeror, nor Boskalis nor
any of its advisers accepts any liability for any violation by any person of any
such restrictions. Any person (including, without limitation, custodians,
nominees and trustees) who forwards or intends to forward the Offer Document or
any related document to any jurisdiction outside the Netherlands should
carefully read Sections 2, 3 and 4 of the Offer Document (Statement by the
Offeror, Important Information and Restrictions) before taking any action. The
release, publication or distribution of the Offer Document in jurisdictions
other than the Netherlands may be restricted by law and therefore persons into
whose possession the Offer Document comes should inform themselves about and
observe such restrictions. Any failure to comply with any such restrictions may
constitute a violation of the law of any such jurisdiction. This announcement is
not to be published or distributed in or to Canada or Japan.
Notice to U.S. holders of Shares
The Offer is made for the securities of a Bermuda company and is subject to
disclosure requirements which differ from those of the United States. The
financial information of Dockwise included or referred toin this announcement
has been prepared in accordance with International Financial Reporting Standards
as adopted by the European Union and, accordingly, may not be comparable to
financial information of U.S. companies or companies whose financial statements
are prepared in accordance with generally accepted accounting principles in the
United States. The Offer will be made in the United States pursuant to the
applicable U.S. tender offer rules and otherwise in accordance with the
applicable regulatory requirements in Norway and The Netherlands. Accordingly,
the Offer will be subject to disclosure and other procedural requirements,
including with respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments, that are different from those applicable
under U.S. domestic tender offer procedures and law. The receipt of cash
pursuant to the Offer by a U.S. holder of Shares will be a taxable transaction
for U.S. federal income tax purposes and may be a taxable transaction under
applicable state and local, as well as foreign and other tax laws. Each holder
of Shares is urged to consult his independent professional advisor immediately
regarding the tax consequences of acceptance of the Offer. It may be difficult
for U.S. holders of Shares to enforce their rights and claims arising out of the
U.S. federal securities laws, since the Offeror and Dockwise are located in a
country other than the United States, and some or all of their officers and
directors may be residents of a country other than the United States. U.S.
holders of Shares may not be able to sue a non-U.S. company or its officers or
directors in a non-U.S. court for violations of the U.S. securities laws.
Further, it may be difficult to compel a non-U.S. company and its affiliates to
subject themselves to a U.S. court's judgment.
In accordance with standard Norwegian and Dutch practice and pursuant to Rule
14e-5(b) of the U.S. Securities Exchange Act of 1934, as amended, the Offeror or
its nominees, or its brokers (acting as agents), or affiliates of the Offeror's
financial advisors, may from time to time make certain purchases of, or
arrangements to purchase, Shares outside of the United States, other than
pursuant to the Offer, before or during the period in which the Offer remains
open for acceptance. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. To the extent
required in Norway or in the Netherlands, any information about such purchases
will be announced by press release and posted on the website of Boskalis at
www.boskalis.com.
Canada and Japan
The Offer is not, directly or indirectly, being made in or into, or by use of
the mailing systems of, or by any means or instrumentality (including, without
limitation, electronic mail, post, telephone, facsimile, telex or electronic
transmission) of interstate or foreign commerce of, or of any facility of a
securities exchange of Canada and Japan, and the Offer cannot be accepted by any
such use, means, instrumentality or facility or from within Canada or Japan.
Accordingly, the Offer Document and any related documents are not being and must
not be mailed or otherwise distributed or sent in or into Canada or Japan or to
such persons in their capacity of custodians, trustees, or nominees holding
shares for Canadian and Japanese persons. Persons receiving such documents
(including, without limitation, custodians, nominees and trustees) must not
distribute or send them into such jurisdictions and doing so will render invalid
any relevant purported acceptance of the Offer.
FORWARD-LOOKING STATEMENTS
The Offer Document includes "forward-looking statements", including statements
about the expected timing and completion of the Offer. Forward-looking
statements involve known or unknown risks and uncertainties because they relate
to events and depend on circumstances that all occur in the future. Generally,
words such as may, should, aim, will, expect, intend, estimate, anticipate,
believe, plan, seek, continue or similar expressions identify forward-looking
statements. Although the Offeror and Boskalis believe that the expectations
reflected in such forward-looking statements are based on reasonable
assumptions, no assurance can be given that such statements will be fulfilled or
prove to be correct, and no representations are made as to the future accuracy
and completeness of such statements. The forward-looking statements involve
unknown risks, uncertainties and other factors, many of which are outside the
control of the Offeror and Boskalis, and are difficult to predict. These
forward-looking statements are not guarantees of future performance. Any such
forward-looking statements must be considered together with the fact that actual
events or results may vary materially from such forward-looking statements due
to, among other things, political, economic or legal changes in the markets and
environments in which the Offeror and Boskalis do business, to competitive
developments or risks inherent to the business plans of the Offeror and
Boskalis, and to uncertainties, risk and volatility in financial markets and
other factors affecting the Offeror and Boskalis.
The Offeror and Boskalis undertake no obligation to publicly update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by applicable laws and regulations or by
any appropriate regulatory authority.
Background information:
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.
This press release can also be found on our website www.boskalis.com.
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#1683506]
Unternehmensinformation / Kurzprofil:
Datum: 07.03.2013 - 07:30 Uhr
Sprache: Deutsch
News-ID 236887
Anzahl Zeichen: 18593
contact information:
Town:
Breda
Kategorie:
Business News
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