November 12 - Royal Boskalis Westminster nv (Boskalis) and Smit Internationale nv (Smit) have reached agreement on a full merger of the two companies, whereby all the activities of Smit will be continued in the combined company (the Group).
Boskalis and Smit aim to reach a transaction through a public offer of EUR60 (USD89.91) in cash by Boskalis for all outstanding shares in Smit (the Offer).
In a joint statement, the two companies state that the business combination will create a world class maritime service provider offering an excellent platform for further growth. Boskalis and Smit have agreed that the existing business plans will serve as the basis for the further expansion of the Group and that further growth and development of all current activities will be supported.
In view of the strong reputational and brand value, 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. These activities being part of the Group including Harbour Towage will create synergies in the area of exchanges, procurement and crewing of vessels.
Peter Berdowski, CEO Boskalis says: "I am very enthusiastic about this merger. Combining our companies creates a Dutch maritime player of a global scale. The merger fits excellently with our strategy aimed at reinforcing and expanding our maritime services. 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."
Ben Vree, CEO Smit says: ""Our discussions and shared vision have also made me enthusiastic for this merger. We are very thrilled with the support from Boskalis for the Smit strategy and its four divisions. This is a good basis for the further development of our combined activities. We have a clear agreement regarding the continuity of Smit's identity and its strategy thereby securing the continuity of Smit's activities. This merger offers an excellent opportunity for Smit."
Boskalis and Smit strive to sign a merger protocol shortly and to obtain all the necessary approvals and statements from regulators and competition authorities as soon as possible and to complete the required recommendation and consultation procedures with the workers council and unions before launching a formal Offer. The transaction is expected to be fully completed in the first half of 2010. The completion is subject to satisfying a number of customary conditions (including approval from the competition authorities and complete the above mentioned recommendation and consultation procedures).
In December last year, commenting on the news that Boskalis had abandoned its intention to make a public offer for SMIT, Ben Vree, CEO of SMIT said: "SMIT will continue its successful strategy of integrated maritime services, making optimal use of synergies between our divisions Harbour Towage, Terminals, Salvage and Transport & Heavy Lift. Today's announcement signals the end of a period of uncertainty for our company, our joint-venture partners and our employees."
However, in May this year, Boskalis made it clear that it was still interested in acquiring parts of SMIT International.