June 13 - There's no let up in the war of words between Dockwise and Fairstar over the ongoing saga of the latter's proposed takeover by the former.
Fairstar CEO, Philip Adkins described the 'technical reasons' which Dockwise said lay behind the announcement of a three-day extension to the offer period in the mandatory offer for all the shares of Fairstar, as "hilarious".
The initial acceptance period of the mandatory offer expired yesterday and Dockwise revealed that 40 percent of the outstanding Fairstar share capital remain outside of Dockwise control.
Dockwise states that: "at the request of certain shareholders in Fairstar who have been unable, for technical reasons, to tender their shares in the mandatory offer, the offer period of the mandatory offer is extended by three days and will now expire at 17:30 (CET) on June, 15 2012."
In response, Adkins stated: "Dockwise picked up an additional 6 percent of our company as of last night. Most of the original 54 percent of their stake was purchased from financially distressed companies and poorly performing fund managers under pressure to raise cash. The remaining 40 percent of shareholders who have rejected the low-ball offer of NOK9.3 are well funded, professional investors who know that Fairstar is immediately accretive to Dockwise up to NOK14 per share.
"The idea that Dockwise failed to acquire a meaningful amount of shares in the original 30 day mandatory offer period because of 'technical reasons' is hilarious.
"The market is confirming the view of our joint boards. NOK9.3 is insufficient. If Dockwise wants to close this out, they will need to raise their offer. If they fail to close this out on terms acceptable to the remaining Fairstar shareholders, it is difficult to see how the current hostile stalemate will change. We are dealing with a wolf in wolf's clothing."
Adkins was critical of a Dockwise statement which said that following the publication of the mandatory offer, it has repeatedly invited Fairstar to discuss the transaction, the mandatory offer and the consequences thereof for the Fairstar management and employees, the customers, shareholders and other Fairstar stakeholders. He stated: "Fairstar board members have met with Dockwise representatives on numerous occasions. Fairstar has engaged in a pro-active policy of constructive discussions. In spite of attempting to discuss a constructive, fair and proper accommodation of all Fairstar stakeholder interests, Dockwise continues to believe that they are entitled to unilaterally dictate the composition of the Fairstar Management and Supervisory Boards as well as the fate of our valued employees and the contractual commitments we have made to our clients."
In response to a new long-term financing proposal offered by Dockwise to Fairstar, via an specific proposal for an equity issue of USD75 million through a rights issue which would allow all shareholders to participate, Adkins commented: "The 'offer' by Dockwise to inject capital into Fairstar has been rejected on the grounds that it is nothing more than a further guise by Dockwise to increase their shareholding in Fairstar at a significant discount to the true value of our company."
In support of its assertion that "the Joint Supervisory and Management Boards of Fairstar noticed significant factual discrepancies in the Dockwise Stock Exchange release this morning, and in the interests of giving its stakeholders a truthful account of recent communication between the two companies", Fairstar said it has also released a copy of a letter sent to the Boards of Dockwise on June 10, 2012. The letter in full can be seen here: