The Netherlands: Royal Boskalis Westminster (Boskalis) and Smit Internationale (Smit) have, in principle, reached agreement on a full merger of the two companies, whereby all the activities of Smit will be continued in the combined company. Boskalis and Smit aim to reach a transaction through a public offer of US$89.8 in cash by Boskalis for all outstanding shares in Smit (the Offer).
Boskalis and Smit have agreed that the existing business plans will serve as the basis for the further expansion and that further growth and development of all current activities will be supported.
The activities of Smit will be continued under the Smit name operating out of the current head office in Rotterdam.
The terminals activities of Smit and Boskalis' associate Lamnalco will be integrated.
"I am very enthusiastic about this merger. Combining our companies creates a Dutch maritime player of a global scale," said Peter Berdowski, CEO of Boskalis.
"I see significant opportunities for synergies between our companies complemented with a close competence and cultural fit. I support the strategy of Smit, which aligns and complements well with our strategy. Moreover, the merger offers an excellent platform for the further growth of our combined activities."
"Our discussions and shared vision have also made me enthusiastic for this merger," Ben Vree, CEO of Smit, added.
Mr Vree will become a member of the Board of Management of the group. Smit will also have a representative within the supervisory board of the new combination. This will in part ensure the agreements regarding the further growth and development of the group activities are met.
Boskalis and Smit will aim to sign a merger protocol shortly.
The transaction is expected to be fully completed in the first half of 2010.
The financing of the offer will consist of a combination of senior debt and approximately US$449 million of equity/junior debt. Part of the financing is expected to include the issue of nearly US$300 million new Boskalis shares. HAL Investments, as large shareholder in Boskalis, has indicated that they will partake in the share issue.
Boskalis and Smit said that they would try to avoid any forced redundancies.
