Boskalis in all-cash deal for Dockwise

JANUARY 8, 2013—Royal Boskalis Westminster N.V., which operates a fleet of more than 1,100 vessels worldwide in a wide range of services, has confirmed that it will make an all-cash voluntary public offer for all the issued and outstanding ordinary shares of leading marine contractor Dockwise Ltd. at a price of EUR 18.50 per share cum dividend.
The offer values Dockwise at EUR 733 million with an enterprise value of approximately EUR 1.25 billion.

Boskalis says it will finance its offer and refinance existing facilities through a mix of existing cash resources, new senior debt facilities and an equity issuance. Boskalis confirms that it has taken reasonable measures to ensure that it will be able to finance the equity part of its offer and that it has secured EUR 1.3 billion of committed financing arrangements with tenors of up to 5 years. The combination of the committed debt financing and the intended issue of new equity will be used to finance the offer and for general corporate purposes.

In respect of the equity issue, Boskalis has convened an extraordinary general meeting of shareholders to take place on January 10, 2013 to request the shareholders to authorize the Board of Management, subject to the approval of the Supervisory Board, to issue new Boskalis shares up to a maximum of 10 per cent of the number of ordinary shares currently issued.

In addition to the proceeds of the equity offering and the existing cash resources, the financing will comprise a combination of 3- and 5-year bank facilities and a 1-year bridge facility for a combined total amount of EUR 1.3 billion. The financing has been arranged with a group of banks comprising ABN AMRO Bank, ING Bank, Rabobank and The Royal Bank of Scotland.

In line with regulatory requirements, Boskalis will submit a request for approval of its offer document to the Oslo Stock Exchange and the Netherlands Authority for the Financial markets. The Offer Document is expected to be published and the offer is expected to commence in the week of the January 21, 2013.

Through its various units, Royal Boskalis Westminster provides dredging, maritime construction, offshore energy support, heavy lift and subsea services, towage and salvage services.