Dockwise, via their wholly-owned subsidiary Dockwise White Marlin B.V., announced today the unconditional mandatory offer for all the issued and outstanding shares of Fairstar Heavy Transport N.V. (“Fairstar”) at a price of NOK 9.30 per Fairstar share.
The offer price represents a premium of more than 22 percent compared to the closing price of the Fairstar shares on Oslo BÃ¸rs on 20 April 2012, which was the last trading day prior to the announcement of Dockwise’s agreements to acquire approximately 54 percent of the shares in Fairstar. Whether intentional or not, this announcement comes on the back of Fairstar’s Annual General Meeting (AGM), held yesterday.
Frits van Riet, Chairman of Fairstar’s Supervisory Board comments on yesterday’s AGM:
In spite of having made it perfectly clear to Dockwise/White Marlin early last week that their participation was welcome and all of their rights and voting powers would be recognized, they attempted to stop the meeting by going to Court in the Netherlands. When they came to the realization that they would not succeed in frustrating our commitment to proper corporate governance, they withdrew their case and attended the AGM this morning. Unfortunately, in spite of our desire to enter into a constructive dialog, Dockwise/White Marlin decided to use the occasion to vote against all of the resolutions on the Agenda with one exception (the appointment of KPMG as the auditors of the Company). While this is not a surprise, it continues to raise our concerns that the opportunistic and hostile approach by Dockwise/White Marlin must be regarded with concern.
The offer period in Dockwise’s Mandatory Offer runs from and including 15 May 2012 to 17:30 hours (CET) on 12 June 2012, and may be extended by up to two weeks.