Boskalis and Smit merger

16 November 2009

Royal Boskalis Westminster N.V. (Boskalis) and Smit Internationale N.V. (Smit) have in principle reached agreement on a full merger of the two companies.

Boskalis has offered €60 per unit for about 44% of outstanding Smit shares. All Smit activities would then continue under the combined company (the Group). However, the activities of Smit will continue under the Smit name, operating out of the head office in Rotterdam.

According to Smit, "The business combination will create a world class maritime service provider offering an excellent platform for further growth."

The large shareholders in Smit, Delta Lloyd Groep and Janivo Beleggingen have accepted the intended offer, subject to customary conditions. Ben Vree, Smit CEO, will become a member of the Board of Management of the Group. Smit will also have a representative within the Supervisory Board of the new combination.

Boskalis and Smit said they would try to avoid forced redundancies. "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," said Vree.

The Board of Management and Supervisory Board will review the level of the offer. The approval is also subject to the competition authorities, as well as relevant recommendations and consultation procedures.

The financing of the offer will consist of senior debt and about €300 million of equity/junior debt. Part of the financing is expected to include the issuance of €200 million new Boskalis shares.

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