Dockwise Ltd
oslo : DOCK

June 13, 2012 01:41 ET

Dockwise Ltd: Extension of Offer Period in Mandatory Offer for all the Shares of Fairstar

BREDA, NORWAY--(Marketwire - Jun 13, 2012) -

Dockwise announces

· control of approximately 60% in Fairstar,

· governance and financing proposals, and

· offer for all Fairstar bonds

Reference is made to the offer document dated 14 May 2012 (the "Offer Document") published by Dockwise Ltd.'s wholly-owned subsidiary Dockwise White Marlin B.V. (the "Offeror") regarding the unconditional mandatory offer (the "Mandatory Offer") for all the issued and outstanding shares of Fairstar Heavy Transport N.V. ("Fairstar").

Extension of Offer Period in the Mandatory Offer

The initial acceptance period of the Mandatory Offer (the "Offer Period") expired yesterday 12 June 2012 at 17:30 (CET). At this stage the Offeror has received acceptances for 4,419,321 shares under the Mandatory Offer, and it has acquired 195,382 shares outside the Mandatory Offer at the offer price of NOK 9.30. Accordingly, after settlement of the Mandatory Offer, the Offeror will hold 53,353,470 shares, corresponding to approximately 60% of the total number of outstanding shares in Fairstar.

However, at the request of certain shareholders in Fairstar who have been unable, for technical reasons, to tender their shares in the Mandatory Offer, the Offer Period of the Mandatory Offer is extended by 3 days and will now expire at 17:30 (CET) on 15 June 2012. The Offeror does not envisage that this extension of the Offer Period will lead to a postponement of the settlement date for the shares tendered in the Mandatory Offer. A Fairstar shareholder wishing to validly accept the Mandatory Offer, should return a duly completed and signed acceptance form to Pareto Securities AS (the "Receiving Agent") by 17:30 (CET) on 15 June 2012, at the address below, by means of post, delivery, telefax or email:

Pareto Securities AS
Dronning Mauds gate 3
P.O. Box 1411 Vika
0115 Oslo

Telefax: +47 22 87 87 10

Copies of the Offer Document, including the acceptance form, are available free of charge at the website of Dockwise (, the website of the Receiving Agent ( and at the office of the Receiving Agent.

Shareholders may also consider the following information.

Governance proposals Dockwise: appointment 3 independent Supervisory Board Members

Following the publication of the Mandatory Offer, Dockwise has repeatedly invited Fairstar to discuss the transaction, the Mandatory Offer and the consequences thereof for the Fairstar management and employees, the customers, shareholders and other Fairstar stakeholders. As part of this process, and taking into account opinions of Fairstar and certain other Fairstar shareholders, Dockwise has reconsidered its views on the composition of the Fairstar Supervisory Board as expressed in the Offer Document. Dockwise has proposed to appoint three independent members to the Fairstar Supervisory Board in addition to the current two Supervisory Board members. All three proposed persons are highly qualified, very well regarded in the industry and in the market and Dockwise is convinced that their involvement with Fairstar as Supervisory Board members will be beneficial to all stakeholders of Fairstar. All three proposed persons are independent from Dockwise and independent within the meaning of the Dutch Corporate Governance Code.

The proposed appointments would be the right step with a view to bringing the Supervisory Board's composition in line with the new situation and with the minimum required by the Fairstar articles of association after the resignation of Ms. De Bruin and Mr. R. Granheim.

Dockwise has repeatedly asked Fairstar to consider its proposal, but to date Fairstar has dismissed the proposal and chosen not to discuss it with Dockwise or to meet the proposed candidates. Dockwise has urged Fairstar again to do so and will remain available should Fairstar want to discuss the proposal.

Long-term financing proposal to Fairstar

Dockwise believes the balance sheet of Fairstar for the medium to long term needs to be reinforced with new equity. As of 9 May 2012 Dockwise has repeatedly offered Fairstar to start discussions on an equity issue in the range of USD 50-100 mln. On 7 June 2012 Dockwise made a specific proposal for an equity issue of USD 75 million. Such an equity issue would aim to ensure the long term financing solidity of Fairstar.

Dockwise proposes to structure the equity issue through a rights issue which allows all shareholders to participate and fits in the previously stated policies of the Fairstar boards. The main terms of the proposed rights issue as offered are:

1. USD 75 million new equity to be issued to reinforce the existing Fairstar balance sheet.

2. Issue of new shares in Fairstar through a (market standard) rights issue - all existing shareholders in Fairstar will receive rights equal to their shareholding in Fairstar immediately prior to the rights issue to participate in the new equity issue. The rights will be tradable on the stock exchange. This structure provides for the full protection of all existing shareholders' pre-emption rights.

3. Issue price equal to the lower of NOK 8.83 (94% of the closing price of Fairstar as per 6 June 2012) or 94% of the VWAP between 6 June 2012 and the start of the rights issue.

4. Dockwise commits to participate in the rights issue for its pro-rata share as well as to take up shares not taken up or paid for by other existing shareholders in Fairstar.

5. Rights issue to be approved by an extraordinary general meeting of Fairstar to be held at 16 November 2012 or at an earlier date to be agreed upon between Dockwise and Fairstar.

6. Other terms and conditions customary for a transaction of this nature.

Dockwise has repeatedly asked Fairstar to discuss the terms and conditions of an equity issue, but to date Fairstar has dismissed the proposal and chosen not to discuss it with Dockwise. Dockwise has urged Fairstar again to do so and will remain available should Fairstar want to discuss the proposal.

Bonds offer

Finally, the Offeror will issue a tender offer on all outstanding Fairstar bonds under "FRN Fairstar Heavy Transport NV Senior Unsecured Bond Issue 2010/2013" (ISIN NO 001 059133.2), under which the principal amount is NOK 300 million. The Offeror has already bought more than 8% of the bonds (nominally, NOK 24.5 million) at an earlier stage. As indicated before, Dockwise takes the interests of the Fairstar bondholders to heart and is offering the bondholders an exit, also with a view to avoiding additional financing issues for Fairstar as bondholders might invoke a change of control clause.

About Dockwise Ltd./Dockwise Group

Dockwise Ltd., a Bermuda incorporated company, has a workforce of more than 1,200 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 Genoa, Italy. The Dockwise Shipping network is supported by a global network of agents.

To support all of its services to customers, the group also has three additional engineering centers in Houston, Breda and Shanghai, manufactures specific motion reduction equipment such as LMU (Leg Mating Units) and DMU (Deck Mating Units) and owns a fleet of 19 purpose built, semi-submersible vessels.

Dockwise shares are listed on the Oslo Stock Exchange under ticker DOCK and on NYSE Euronext Amsterdam under ticker DOCKW.

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein.

Source: Dockwise Ltd via Thomson Reuters ONE [HUG#1619267]

Contact Information

  • For further information please contact:

    Fons van Lith
    Email: Email Contact
    Tel: +31 (0)6 51 314 952 or +31 (0)76 5484116