André Goedée, CEO of heavy lift shipping specialist Dockwise Ltd., says that a planned acquisition of Fairstar Heavy Transport N.V. is "an important step forward at the right time."
Dockwise has entered into share purchase agreements for the acquisition of approximately 54 percent of the shares in Fairstar. Agreements covering approximately 19 percent of the shares in Fairstar have become unconditional and will be completed shortly. Other agreements remain conditional, and completion of these agreements is subject to approval of resolutions for the financing of the purchase of shares in Fairstar through an offering and issuance of new shares in Dockwise, primarily by the way of a rights issue. Subject to those approvals, the conditional purchase agreements will be completed and Dockwise will launch a public offer to acquire all of the remaining issued shares in Fairstar for 9.30 NOK per share in cash.
Dockwise says the deal offers Fairstar's shareholders the opportunity to exit a low liquidity stock at an approximately 22 percent premium and that the offer is already supported by a majority of the Fairstar shareholders.
It says that Dockwise shareholders will hold a stake in the distinct market leader in the global industry. Expansion into downstream activities will accelerate backlog, increase earnings visibility and reduce dependence on exploration and early production phases of the cycle.
The transaction is to be financed through an equity issue of $230 - 300 million, consisting of an approximately $250 million rights issue, of which $234 million has already been committed, and an issue of $50 million bridge equity in preference shares
Mr. Goedée, said: "The proposed acquisition of Fairstar, and the integration of their four vessels into our fleet significantly accelerates progress towards our strategic objectives. Fairstar's growing position in downstream processing projects, including LNG module transportation developments such as Gorgon and Ichthys, is highly complementary to Dockwise's existing market strengths. The transaction powerfully enhances our ability to provide our clients throughout the oil and gas industry with the diverse and project specific services they require. Next and of equal importance is the fundamental increase in size of Dockwise, reinforcement of its balance sheet and increased earnings potential."
April 23, 2012