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Boskalis declares offer for Smit unconditional

March 30 - In the latest news from the long-running Boskalis - Smit takeover, Royal Boskalis Westminster has declared its public offer for all of the shares in Smit Internationale unconditional.

This refers to Boskalis Holding BV's public cash offer for all the issued and outstanding ordinary shares of Smit at an offer price of EUR60 per share.

In a statement, Boskalis said: "All offer conditions in connection with the offer, as described in the offer memorandum dated 25 February 2010 (the Offer Memorandum), have been fulfilled, with the exception of the offer condition of all relevant regulatory approval procedures having been completed. The Offeror has decided to waive this condition, taking into account that completion of the Offer and further implementation of the transaction can be effectuated on the basis of the regulatory approvals that have currently been obtained, including approval from the Nederlandse Mededingingsautoriteit."

"As a result, the Offeror is hereby pleased to announce that it declares the Offer unconditional."

During the offer period, which ended at 18.00 hours, Amsterdam time on 26 March 2010, 10,944,781 shares have been tendered for acceptance under the offer, representing 59.59 per cent of the shares and an aggregated value of Euros 656,686,860.

The shares tendered under the offer, together with the shares already held by Boskalis, amount to a total of 16,450,452 shares, representing 89.57 per cent of the shares. 

With reference to the Offer Memorandum, holders of shares who accepted the offer will receive an amount in cash of EUR60 per share (the Offer Price) for each share validly tendered (or defectively tendered provided that such defect has been waived by the offeror) and delivered under the terms and conditions and subject to the restrictions of the offer. 

Payment of the Offer Price per Share will occur on 1 April 2010 (the Settlement Date). 

The offeror grants shareholders who have not yet tendered their shares under the offer the opportunity to tender their shares in a post closing acceptance period commencing at 09.00 hours, Amsterdam time, on 30 March 2010 and expiring at 18.00 hours, Amsterdam time, on 13 April 2010.

As soon as legally possible and practicable, the offeror intends to terminate the listing of the Shares on Euronext Amsterdam.

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