Dockwise Ltd : Fairstar Board unanimously recommends acceptance of NOK 10 per share;
Dockwise and Fairstar reach final agreement
The Netherlands, 14 July 2012. Fairstar Heavy Transport N.V. ("Fairstar") and Dockwise Ltd ("Dockwise") today announce their agreement on the recommended acquisition by Dockwise of the remaining shares in Fairstar. The exit to be realized through purchases on the Oslo Stock Exchange for an amount of NOK 10 per Share for a period of four weeks from today (the "Exit"). The Management Board and the Supervisory Board of Fairstar unanimously recommend the remaining shareholders to sell their Fairstar shares in the Exit.
Dockwise, through its wholly-owned subsidiary Dockwise White Marlin B.V. (the "Company"), so far has acquired more than 95% of the shares of Fairstar.
The combination of Dockwise and Fairstar creates a global champion in the transport and oil & gas service provider market. The combined business, will be headquartered at Breda, with operating offices at Rotterdam, Houston and Shanghai. The enlarged business represents a significant continuing presence for the Netherlands' maritime industry in global oil and gas services.
Dockwise and Fairstar have reached an agreement that satisfies Fairstar's concerns towards all Fairstar Stakeholders. An integration plan has been agreed and all corporate governance matters have been resolved. Commitments have been made between the Boards of Dockwise and Fairstar that will facilitate the involvement of Fairstar senior management in the integration process. Fairstar will convene an EGM to be held on 29 August 2012 to appoint three Dockwise representatives to the Supervisory Board and two Dockwise representatives to the Management Board. The current members of the supervisory board will resign ultimately per the EGM. The current members of the Management Board Mr Adkins, CEO, and Mr Out,COO, will step down from the Management Board today. Both Mr. Adkins and Mr. Out have agreed to remain available until the end of 2012 to provide support and assistance for the integration. Messrs Robert Jan van Acker and Mr Erwin Hoogeveen will be appointed to the Management Board of Fairstar, with full authority, as of today. Their appointment will be formalized at the EGM.
After the Exit period, Dockwise and Fairstar will take the required steps to delist Fairstar from the Oslo Stock Exchange and Dockwise will initiate Dutch statutory buy-out proceedings to acquire the remaining Fairstar shares and obtain full control.
Dockwise's Chief Executive Officer, André Goedée, said: "Dockwise is a proud provider of the most innovative solutions for extraordinary scale transportation and installation projects for the oil and gas upstream and downstream industries. 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 integrated combination will enable Dockwise a more enhanced basis from which its strategic goals can be achieved. Our market place is competitive, with rapidly evolving customer demand. The combination allows us to advance our leading position and to provide our customers with timely, innovative and professional solutions."
Fairstar's Chief Executive Officer, Mr Philip Adkins, said: " I would like to thank all of our Stakeholders for the support and trust they have invested in Fairstar during the time it is been my privilege to serve them as a member of the Fairstar Team. Our Team has built a valuable business in a remarkably short period of time. We have established a reputation with our clients for exceptional customer service. We have demonstrated on countless occasions that our Team was steadfast in the face of challenges that could have easily overwhelmed us. Our Team, including our Supervisory Board, has been resolute in our commitment to all Stakeholders. We have reached an agreement with Dockwise that we believe fulfils our commitments. I am proud of our Team and what they represent. I wish Mr. Goedee every success and encourage him to inspire my colleagues to achieve even higher standards of excellence in the years ahead."
Dockwise and Fairstar have both withdrawn all pending legal actions taken towards each other in the last week. They have reached an Agreement that is full and final. It is no longer a matter for the Courts. Dockwise will publish its Q2 results on 14th August 2012 and will update the market at that point on the integration of the Fairstar business. The results will include Fairstar results as of 9 May 2012, the date Dockwise gained control of Fairstar.