Smit, Boskalis Merger Protocol

Tuesday, January 26, 2010

Royal Boskalis Westminster N.V. (Boskalis) and Smit Internationale N.V. (Smit) announced that they have signed a merger protocol for a full merger of the two companies. The transaction will be effectuated through an all cash public offer of $84.5 ex dividend (instead of cum dividend as previously anticipated) by Boskalis for all outstanding shares in Smit.
The business combination will create a world class maritime service provider offering a strong platform for further growth. The strategic rationale of the transaction was already supported by the Board of Management and Supervisory Board of both Boskalis and Smit. As previously indicated two large shareholders of Smit, Delta Lloyd Groep and Janivo Beleggingen, have already confirmed an irrevocable undertaking to support and accept the proposed offer. In the merger protocol, Boskalis has agreed to a 2009 dividend payment to Smit shareholders of $3.87 per share. RBS has provided to Smit a fairness opinion with regard to the offer price.

Based on the above, the Board of Management and a majority of the Supervisory Board of Smit have decided to recommend the offer to its shareholders. Boskalis will submit the draft offer memorandum with the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten) for approval no later than 4 February 2010. In line with the statutory timetable, Boskalis expects to launch the offer in the second half of February. Boskalis will declare the offer unconditional if more than 75% of the outstanding Smit shares are tendered. In addition, the offer will be subject to the customary conditions.

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