Svitzer-Adsteam Takeover Moves Rapidly
01 Mar 2007
Following publication of the Competition Commission report on the proposed takeover of Adsteam Marine by SvitzerWijsmuller, matters have progressed rapidly.
The only condition placed upon the deal by the Competition Commission was that one of the two tug fleets in Liverpool, one currently operated by Svitzer and the other by Adsteam, must be sold. (Maritime JournalFebruary 2007)
On the 22nd of February SvitzerWijsmuller announced a number of significant developments in relation to its A$2.54 per share recommended cash offer for all of the shares in Adsteam Marine Limited. SvitzerWijsmuller stated that it is to waive the UK competition approval condition attached to the offer and all other outstanding conditions appertaining to the offer, with the exception of the 90% Minimum Acceptance Condition. The conditions SvitzerWijsmuller has agreed to waive are; ‘No material adverse change condition’, ‘No major acquisitions or disposals condition’, and the ‘No prescribed occurrences condition’. Whilst it is SvitzerWijsmuller’s current intention not to waive the 90% Minimum Acceptance Condition, it reserves the right to do so in accordance with the Offer Terms and the Corporations Act.
SvitzerWijsmuller said that it continues to work with the UK Competition Commission to address the UK Competition Commission concerns, including details relating to the terms under which one of the Liverpool businesses are to be sold and the process by which this will happen.
Against this background, SvitzerWijsmuller also announced its intention to sell Adsteam’s Liverpool operations, subject to the offer becoming unconditional. As a result of the removal of the regulatory conditions to the offer and the absence of any higher offers, SvitzerWijsmuller has been advised by the Adsteam Board of Directors that it unanimously recommends that all Adsteam shareholders accept the offer without delay. SvitzerWijsmuller has also been advised that all Adsteam directors who own shares in Adsteam will accept the offer in respect of their personal shareholdings. SvitzerWijsmuller was pleased to announce that it was offering shareholders the potential for accelerated payment. The offer was scheduled to close at 7.00pm (AEST) on 16 March 2007, unless extended.
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