Boskalis cash offer for Smit is rejected
Dutch dredging contractor Royal Boskalis Westminster NV has made a cash offer of EURO 62.50 per share for all outstanding shares of Smit Internationale NV. The offer values Smit at EURO 1.13 billion. The offer price implies a premium of approximately 30% relative to the closing price of EURO 48.19 of Smit ordinary shares on 12 September 2008 and a premium of more than 27% relative to the average closing price of an ordinary share of Smit during the last month.
Boskalis said the intended offer fits within its aim of being a leading service provider with creative and innovative solutions for infrastructural challenges in maritime, coastal and delta areas in the world. It said a world class maritime service provider would be created by adding salvage, heavy lift, transport and terminals (via Lamnalco) to Boskalis.
But it said that harbour towage is not perceived to be an operational activity which in the long term will add value to otherwise form a logical fit with the other activities of the combined company. As part of the envisioned transaction, harbour towage will be placed with a third party thereby also creating an improved outlook for continuity and long term growth for this part of business. Boskalis said its management board invited Smit to enter into discussions to come to a transaction that will be supported and recommended by the Board of Management and Supervisory Board of Smit.
In an announcement on 15 September 2008 Smit reported that it rejected the invitation to discuss break-up proposals that would result in Smit being split up into three parts. Harbour Towage would be divested to one or more parties yet to be identified. Terminals would be sold to Lamnalco (a joint venture of Boskalis with Rezayat). Salvage, Heavy Lift & Transport would be combined with Boskalis.
Smit is committed to its corporate strategy as successfully executed over recent years and has strong confidence in its proven strategy of integrated maritime services going forward. Both the Executive Board and the Supervisory Board of Smit believe that Boskalis proposal contradicts Smits strategy. Furthermore, Boskalis proposal undervalues Smit on a stand alone basis, failing to recognize the value of Smits strategy.
The Executive Board and the Supervisory Board concluded that entering into discussions with Boskalis was not in the interest of the company and its stakeholders. Smit thus rejected Boskalis invitation.