Reference is made to the press release of Royal Boskalis Westminster N.V. (Boskalis) of 27 March 2010 whereby Boskalis Holding B.V., a wholly owned subsidiary of Boskalis (the Offeror) announced to declare the public cash offer (the Offer) for all the issued and outstanding ordinary shares (the Shares) of Smit Internationale N.V. (Smit) unconditional (gestanddoening).
Acceptances As a result of Boskalis having declared the Offer unconditional, a number of shareholders of Smit that had not yet tendered their Shares, including the Van Herk Groep, have informed Boskalis that, on the basis of the 90% acceptance as per the closing of the Tender Period, they will also accept the Offer.
As a result, 11,485,988 Shares have now been tendered for acceptance under the Offer, which, together with the Shares already held by Boskalis, amount to a total of 17,240,480 Shares, representing 93.87% of the Shares.
Post Closing Acceptance Period (na-aanmeldingstermijn) Shareholders who have not yet tendered their Shares under the Offer still have the opportunity to do so during the a post closing acceptance period (na-aanmeldingstermijn), commencing at 09:00 hours, Amsterdam time, on 30 March 2010 and expiring at 18:00 hours, Amsterdam time, on 13 April 2010 (the Post Closing Acceptance Period). Shareholders can tender their Shares in the same manner and subject to the same terms, conditions and restrictions as described in the Offer Memorandum.
Restrictions The Offer is being made with due observance of such statements, conditions and restrictions as are included in the Offer Memorandum. The Offeror reserves the right to accept any tender under the Offer, which is made by or on behalf of a Shareholder, even if it has not been made in the manner set out in the Offer Memorandum.
United States, Canada, Australia and Japan The Offer is not, directly or indirectly, being made in or into, or by use of the mailing systems of, or by any means or instrumentality (including, without limitation, electronic mail, post, telephone, facsimile, telex or electronic transmission) of interstate or foreign commerce of, or of any facility of a securities exchange of the United States of America Canada, Australia and Japan, and the Offer cannot be accepted by any such use, means, instrumentality or facility or from within the United States of America, Canada, Australia or Japan.
Accordingly, the Offer Memorandum and any related documents are not being and must not be mailed or otherwise distributed or sent in or into the United States of America Canada, Australia or Japan or to such persons in their capacity of custodians, trustees, or nominees holding shares for American, Canadian, Australian and Japanese persons. Persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not distribute or send them into such jurisdictions and doing so will render invalid any relevant purported acceptance of the Offer.