Smit and Boskalis sign merger protocol

The strategic rationale of the transaction was already supported by the board of management and supervisory board of both Boskalis and Smit, a joint statement read. As previously indicated two large shareholders of Smit, Delta Lloyd Groep and Janivo Beleggingen, have already confirmed an irrevocable undertaking to support and accept the proposed offer. In the merger protocol, Boskalis has agreed to a 2009 dividend payment to Smit shareholders of €2.75 per share. RBS has provided to Smit a fairness opinion with regard to the offer price. Based on the above, the board of management and a majority of the supervisory board of Smit have decided to recommend the offer to its shareholders. Boskalis will submit the draft offer memorandum with the Netherlands Financial Markets Authority for approval. In line with the statutory timetable, Boskalis expects to launch the offer in the second half of February. Boskalis will declare the offer unconditional if more than 75% of the outstanding Smit shares are tendered. Boskalis is one of the world’s largest dredging companies and offers a number of other maritime services. Smit specialises in harbour towage, marine salvage and heavy lift transport.