The management of heavy lift shipping company Fairstar Heavy Transport has finally given up its fight against a full takeover by fellow Dutch heavy lift operator Dockwise.
After nearly three months of resistance, during which Dockwise built up its stake in the company to 95%, Fairstar management has recommended acceptance of a revised offer of NOK10 (USD1.65) per share from Dockwise, up from the latter's original offer of NOK9.3 (USD1.53) per share.
Dockwise, which indicated that it had already paid €9.80 (USD12.05) for Fairstar shares on the open market recently, said that it had been determined from the start to obtain 100% control of the company and that it considered that this would be facilitated by Fairstar management's recommendation of its latest offer.
The day before the two companies reached agreement on July 14, however, Dockwise had announced that it was seeking a court order suspending Fairstar's management on the grounds that it was acting counter to the company's interests.
Following conclusion of the agreement, Fairstar chief executive Philip Adkins and chief financial officer Willem Out both relinquished their positions on the company's management board with immediate effect.
Mr. Adkins said that he believed that, through the agreement reached with Dockwise, the Fairstar management team and supervisory board had fulfilled its commitment to stakeholders in the company.
"I am proud of our team and what they represent," he said. "I wish Mr. Goedee (Dockwise chief executive) every success and encourage him to inspire my colleagues to achieve even higher standards of excellence in the years ahead."
Mr. Goedee said, "Joining forces with Fairstar brings Dockwise an accelerated market position in valuable logistics management services, a complementary set of assets and a group of highly skilled employees."
The two companies, which have withdrawn all legal action against each other, are to merge into a single entity headquartered in Breda, where Dockwise already has its head office. The new entity will have operating offices, however, in Rotterdam, where Fairstar was based, as well as in Houston and Shanghai.
An extraordinary general meeting of Fairstar shareholders will be held on August 29. Shareholders will be asked to approve the appointment of three Dockwise representatives to the Fairstar supervisory board and two to the management board. Fairstar will subsequently be delisted from the Oslo Stock Exchange.
Dockwise said that it would give further details regarding the impact of the takeover when it published second quarter results on August 14.
The company claims to operate the largest fleet of its type in the world, with a total of 19 semi-submersible, heavy lift vessels. Fairstar has two vessels in operation and two more under construction.
Andrew Spurrier
