Announced 05/8/13
Royal Boskalis Westminster NV
Buyback
The shareholders of Royal Boskalis Westminster NV (ENXTAM:BOKA) authorized a share repurchase program at its Annual General Meeting on May 8, 2013. Under the program, the company will repurchase up 11,698,064 shares, representing 10% of its issued share capital. The minimum price paid for each share will be shall be €0.01 and the maximum price which may be paid for a share shall be an amount equal to 110% of the average of average price for shares on NYSE Euronext Amsterdam ... for the five business days immediately preceding the date of purchase. The shares will be repurchased on the NYSE Euronext Amsterdam. The purpose of the program is to maintain the necessary effectiveness and flexibility in the company. The program will be valid for a period of 18 months. As on March 27, 2013, the company has 116,980,648 shares in issue.
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BOKA's price was unchanged after the transaction was announced on 05/8/13.
Announced 11/26/12
1.32B for Dockwise Ltd
Merger/Acquisition
Royal Boskalis Westminster NV (ENXTAM:BOKA) made an offer to acquire Dockwise Ltd (OB:DOCK) from Skagen AS, Project Holland Deelnemingen B.V., HAL Investments B.V., ODIN Forvaltning AS, Holberg Fondsforvaltning AS and others for approximately €680 million in cash on November 26, 2012. Boskalis will acquire the outstanding shares in Dockwise at an offer per share of €17.2. The transaction will be financed through a mix of existing cash resources and new senior debt facilities. ... As part of the financing, Boskalis also expects to issue up to a maximum of 10% new equity. The transaction is subject to satisfactory outcome of confirmatory due diligence, receipt of confirmations in respect of committed financing, an acceptance threshold that warrants adequate consolidation and control, receipt of antitrust and other regulatory clearances, approval of shareholders of Boskalis and “no material adverse change” having occurred.
As a part of the transaction, Boskalis has received irrevocable commitments to tender the shares held from HAL Investments B.V for the 31.7% stake held. A formal offer will be presented to the shareholders of Dockwise in the first quarter of 2012. The transaction is expected to be accretive to the earnings per share of Boskalis. As of November 27, 2012, Boskalis has acquired 33% stake in Dockwise Ltd. on the market. As of December 17, 2012, Royal Boskalis Westminster NV made a revised offer to acquire Dockwise Ltd (OB:DOCK) from Skagen AS, Project Holland Deelnemingen B.V., HAL Investments B.V., ODIN Forvaltning AS, Holberg Fondsforvaltning AS and others for approximately €720 million.
As of December 21, 2012, the offer per share was further revised to €18.5. Royal Boskalis is now paying a total price of approximately €730 million. As of this date, large shareholders with approximately 50% of the shares have signed irrevocable undertakings consequent to which 83.5% of the shares are already committed to the offer. Boskalis will acquire the outstanding shares in Dockwise at an offer per share of €18. As on February 8, 2013, Royal Boskalis Westminster NV announced the acquisition of approximately 0.66 million shares of Dockwise in the trading on Euronext Amsterdam and were purchased at an average price of €18.50 per share. Pursuant to this purchase Boskalis now holds at total of 16.7 million shares representing approximately 42% of the shares of Dockwise. As on March 7, 2013, Dockwise and Boskalis announce that they have requested the delisting of the shares of Dockwise from Euronext Amsterdam, subject to condition that the shares held by Boskalis, together with the shares tendered under the offer, constitute more than 95%. As on March 13, 2013, Boskalis has received irrevocable commitments to tender the shares held from Project Holland Deelnemingen B.V. for the 7.44% stake held.
Freshfields Bruckhaus Deringer LLP acted as a legal advisor to Royal Boskalis Westminster NV. Appleby, NautaDutilh N.V. and Thommessen Krefting Greve Lund AS acted as legal advisors to Dockwise Ltd. Morgan Stanley acted as the financial advisor to Dockwise Ltd.
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BOKA's price was unchanged after the transaction was announced on 11/26/12.
Investor / Buyer
Royal Boskalis Westminster NV
Creditor / Lender
HAL Investments B.V.
Holberg Fondsforvaltning AS
ODIN Forvaltning AS
Project Holland Deelnemingen B.V.
Skagen AS
Financial Advisor
Morgan Stanley
Legal Advisor
Appleby
NautaDutilh N.V.
Thommessen Krefting Greve Lund AS