April 27 - The developing business storm between Fairstar Heavy Transport and Dockwise has continued with the suspension of Fairstar's AGM amid accusations that Dockwise's moves do not conform with rules governing takeovers of publicly listed companies in
Fairstar claims that the proposed Dockwise offer may well cause certain "change in control clauses" to be triggered. In the event these changes in control clauses are called for by Fairstar's banks and commercial partners, the financing facilities now in place as well as the commercial agreements awarded to Fairstar may no longer be binding, Fairstar said in an official statement. HLPFI understands that Fairstar has informed Dockwise that Fairstar has reserved its rights against Dockwise and will hold Dockwise liable for any losses or damages that may occur as a result of the Dockwise conditional offer causing these clauses to be triggered.
Speaking to HLPFI, Fons van Lith, Dockwise corporate legal counsel and manager investor relations, stated that the line had complied with all legal requirements of the offer and if there is to be an investigation, "let's hope it happens as soon as possible."
Earlier, and just days after HLPFI reported (April 23) that heavy lift shipping line Fairstar had rejected ship management company Dockwise's take over bid, the Fairstar AGM was suspended after the chairman of the Fairstar supervisory board, Frits van Riet, claimed that Dockwise was unduly influencing stockholders.
Van Riet brought proceedings to an end after reading a statement that claimed "we have reasonable grounds to believe that Dockwise and their partners, in the 54 percent block of Fairstar shares Dockwise claims to control, are acting together. We also have reason to believe that one of the shareholders is following the instructions of Dockwise with respect to today's voting. The complete details of these agreements have not been properly disclosed to The Authority for the Financial Markets (AFM) in The Netherlands.
"The undisclosed agreements of Dockwise and its partners are not in compliance with Dutch law. Therefore any decisions taken at an Annual General Meeting of shareholders, under these circumstances, may be voidable." He promised "an investigation of this situation" in order to satisfy "the interests of all stakeholders."
He concluded: "We will inform the market within the next thirty days when we intend to re-convene our Annual General Meeting for 2012."
On April 25, HLPFI reported that, having met with Dockwise representatives in Rotterdam, Fairstar Heavy Transport had issued a statement in which it stated: "in the absence of a properly valued, unconditional offer for all of the outstanding shares in Fairstar, the conditional and opportunistic offer made by Dockwise will escalate into an increasingly hostile stalemate."