Boskalis clears Smit takeover milestone

AMSTERDAM Sat Mar 27, 2010 11:19am EDT

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AMSTERDAM (Reuters) - Royal Boskalis Westminster, the world's largest dredger, clinched a 1.15 billion euros ($1.5 billion) takeover of Smit, one of the world's largest marine salvage firms, as it acquired 90 percent its shares.

Boskalis said on Saturday it had received commitments for 60 percent of Smit's shares, which, together with its own stake in the company, bring its total share capital in Smit to 89.6 percent, making Boskalis's offer unconditional.

The move allows Boskalis to enhance its portfolio and win more contracts by tapping into the salvage, harbor towage and transport and heavy lift capabilities of Dutch peer Smit, creating a maritime services giant.

It also ends a battle that started in February 2008, when Smit was approached by Lamnalco, a joint venture of Boskalis and the Saudi Rezayat Group, for its terminals. In September 2008, Boskalis made a 62.5 euro per share offer for Smit.

But Smit rejected the deal on concerns on valuation and the potential breakup of the company. It was not until Boskalis pledged to keep the Smit brand name and its operations intact that Smit's management board and the majority of the supervisory board recommended the offer to shareholders in January 2010.

In February, a group of Smit investors holding a total of 7.2 percent in the company sent a letter to Smit's management lamenting its endorsement of Boskalis's offer of 60 euros in cash per Smit share, plus the target company's planned 2009 dividend of 2.75 euros, as too low.

"Boskalis will be able to offer a wider range of related maritime services to often the same customers on similar or related projects and differentiate its service offering from its competitors and reduce its dependence on dredging," UBS analysts wrote in a note this week.

With Smit's acquisition, Boskalis hopes it can do better in the oil and gas terminal arena, where it has seen demand for its services weaken during the recession. Earlier this month, it forecasted lower 2010 profits, blaming "a lower oil price, lower demand for natural resources and stagnating global trade."

Boskalis said on Saturday that a post-closing acceptance period will be launched on March 30 and expire on April 13 for Smit shareholders who have not yet tendered their shares.

Boskalis has said it wants to end the Amsterdam Euronext listing of Smit as soon as possible. Delisting may be achieved on the basis of 95 percent or more of Smit's share capital acquired by Boskalis or on the basis of a legal merger.

(Reporting by Greg Roumeliotis, editing by Mike Peacock)

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