Boskalis announces mandatory offer for Dockwise

1/30/2013 6:27 AM EST

This press release is issued by Royal Boskalis 
Westminster N.V. (Boskalis) pursuant to the 
provisions of Article 5-12 of the Norwegian 
Securities Trading Act (Verdipapirhandelloven) and 
Article 5:25i paragraph 2 of the Dutch Act on 
Financial Supervision (Wet op het Financieel 
Toezicht) and Articles 4 and 13 of the Dutch Decree 
on Public Takeover Bids (Besluit openbare biedingen 
Wft) in connection with its public offer for Dockwise 
Ltd. (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 the United States of America, 
Canada, Australia or Japan.

Boskalis announces mandatory offer for Dockwise

With reference to the press release of 21 December 
2012 in which Boskalis announced its decision to make 
an all cash voluntary public offer for Dockwise, 
Boskalis hereby announces that it has resolved to 
make a mandatory offer for all the issued and 
outstanding ordinary shares of Dockwise (the Shares) 
at a price of EUR 18.50 per Share cum dividend (the 
Offer). As per the date of this announcement, the 
offer price per Share equals NOK 137. The Offer is 
being made through Boskalis' wholly owned subsidiary 
Boskalis Holding B.V.

Today, Boskalis acquired 2,016,030 Shares. The Shares 
were purchased at an average price of EUR 18.50 with 
a maximum price of EUR 18.50, which equals NOK 137.

Boskalis now holds approximately 38.39% of the 
Shares, as a result of which the mandatory offer 
obligation pursuant to Section 6-1 of the Norwegian 
Securities Trading Act is triggered. Together with 
the irrevocable commitments obtained by Boskalis in 
connection with the Offer, approximately 88.59% of 
the Shares is already acquired by, or committed to, 
the Offer.

Boskalis has resolved all relevant outstanding 
conditions making the launch of the mandatory offer 
possible. Boskalis has completed its due diligence of 
Dockwise, successfully raised EUR 320 million equity 
and secured EUR 1.3 billion of committed financing 
arrangements, progressed the relevant antitrust 
filings and has obtained a positive advice from the 
relevant works council.

DETERMINATION MANDATORY OFFER PRICE
The offer price will be determined in accordance with 
Section 6-10 of the Norwegian Securities Trading Act. 
Boskalis did not acquire, nor agreed to acquire, any 
Shares at a price exceeding EUR 18.50 (or, at any 
moment in time, the NOK equivalent) during the six 
months period prior to today.

TIMETABLE
The voluntary offer document submitted to the 
regulators earlier will be withdrawn. Boskalis will 
submit a request for approval of its mandatory offer 
document (the Offer Document) to the Oslo Stock 
Exchange and the Netherlands Authority for the 
Financial markets as soon as possible following this 
announcement. The Offer Document is expected to be 
published and the Offer is expected to commence in 
the week of 4 February 2013.

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, 
transport and heavy lift (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 14,000 employees.

This press release can also be found on our website 
www.boskalis.com.

RESTRICTIONS
This announcement is for information purposes only 
and does not constitute an offer or invitation to 
acquire or dispose of any securities nor an 
investment advice nor an inducement to enter into 
investment activity. This announcement does not 
constitute an offer to sell or issue, nor the 
solicitation of an offer to buy or acquire the 
securities of Boskalis or Dockwise in any 
jurisdiction.

The distribution of this press release may, in some 
countries, be restricted by law or regulation. 
Accordingly, persons who come into possession of this 
document should inform themselves of and observe 
these restrictions. To the fullest extent permitted 
by applicable law, Boskalis disclaims any 
responsibility or liability for the violation of any 
such restrictions by any person. Any failure to 
comply with these restrictions may constitute a 
violation of the securities laws of that 
jurisdiction. Neither Boskalis nor any of its 
advisors assumes any responsibility for any violation 
by any person of any of these restrictions. Any 
Dockwise shareholder who is in any doubt as to his 
position should consult an appropriate professional 
advisor without delay. This announcement is not to be 
published or distributed in or to Canada, Japan, 
Australia and the United States of America.