Fairstar: Dockwise's Actions Go Against Dutch Law
Fairstar Heavy Transport informed Dockwise Friday the conditional proposed Dockwise offer for Fairstar shares does not conform with the rules governing takeovers of publically listed companies in The Netherlands and Norway.
Fairstar also advised the proposed Dockwise offer may well cause certain “change in control clauses” to be triggered. In the event these change in control clauses are in fact called 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 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.
Fairstar Heavy Transport announced earlier in the day Friday the company had concluded there were reasonable grounds to believe Dockwise and their partners entered into undisclosed agreements with respect to the 54 percent stake of Fairstar shares Dockwise claims to control.
The Chairman of the Supervisory Board, Frits van Riet, read the following statement at the Company’s Annual General Meeting Friday morning:
"On Sunday April 22, 2012 Fairstar Heavy Transport N.V. received a letter from Dockwise White Marlin B.V. In this letter, Dockwise stated that it had entered into agreements with various Fairstar shareholders to buy their shares for the price of NOK 9.3 per share giving them control of 54% of the shares in Fairstar.
Fairstar had scheduled our 2012 Annual General Meeting to be held today, April 27, in Rotterdam. In my capacity as Chairman of the Supervisory Board of Fairstar, I would like to inform you that we have determined it is in the best interests of all Stakeholders in Fairstar to suspend today’s Meeting.
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.
Fairstar has been advised that 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.
The Supervisory Board of Fairstar will now undertake an investigation of this situation in order to satisfy itself that the interests of all Stakeholders are properly protected. We will inform the market within the next thirty days when we intend to re-convene our Annual General Meeting for 2012. This meeting is now being suspended."
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