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.
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 Durther 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.