Following the strong performance in the share price after Boskalis announced its intention to make an offer in cash of € 17.2 per share cum dividend, we lower our rating to Hold (from Buy). We leave our target price unchanged at € 17.2.
There could be more in store:
A group of shareholders representing circa 25% of capital, including large shareholders Project Holland Fonds and Sankaty Advisors, would like to see Boskalis pay a higher price for the Dockwise shares. Dockwise management has expressed their view that the intended offer price does not reflect the potential value of the company.
Boskalis had excellent timing and a smart pricing strategy:Prior to the announcement made by Boskalis, Dockwise’s share price fell to around € 10.5 mid-November from around € 15 mid-2012. The slide followed the 3Q12 results, which were a bit light on a reported basis, and it also became clear there is some risk associated with timing of the contract for the Goliat, which is destined to be transported using the Vanguard. As such, Boskalis’ timing was excellent. Furthermore, their intended offer closely matches the target prices of various sell-side analysts post3Q12, which makes it difficult to argue from that point of view that the intended offer is incredibly unfair.
Trade-off between synergies and Heavy Lift risk profile:There are various synergies to capture by Boskalis, including much cheaper financing, better purchasing (e.g. insurance, fuel, labour), easier access to capital, and there could be some top-line synergies as well. We can imagine that Dockwise shareholders would like to enjoy part of that. However, one must also realise that most synergies would be possible because of Dockwise joining the Boskalis network, not the other way around. In addition, Heavy Lift is cyclical business, which has been enduring tough pricing for longer than expected. This has resulted in Dockwise missing earnings estimates on various occasions in the past two years. As such, we can imagine Boskalis to tell those shareholders that resist the offer, to simply tender their shares and use the proceeds to buy Boskalis shares if they are truly convinced about the huge synergy potential of the combination.
It seems € 17.2 is in the bag, no downside, and some upside potential:As a current shareholder in Dockwise, you are more or less certain of € 17.2 as we can not imagine Boskalis to pull back, even though the company has not yet made an official offer. As such, downside seems limited (or perhaps even zero), while there could be some upside should Boskalis give in to the demands of some of the shareholders that consider € 17.2 as too low.