Fugro, a Dutch provider of survey services to the international offshore oil and gas industry, has been taken to court by its shareholder Boskalis.
According to Fugro, Boskalis is looking to force a shareholder vote at its annual shareholders meeting slated for April 30, 2015. The vote would be held on a proposal in relation to one of Fugro’s measures protecting it from a hostile takeover, i.e. the Foundation Continuity.
Fugro has said it is eager to discuss the matter with its shareholders at its shareholders meeting.
“Boskalis, however, wants to table it as a voting item which according to Fugro is not in line with the law,” the company said in a statement issued today.
“Fugro reiterates that it highly values its position as the world’s leading independent geotechnical and survey services and data provider, which is the foundation of Fugro’s market leadership in these areas and core to Fugro’s strategy. Fugro notes that like most Dutch listed companies it has protective measures since many years in order to secure its independent position, and that these measures have been in place long before the unsolicited stake building by Boskalis in Fugro,” Fugro added.
In November 2014 and January 2015, Boskalis, a Dutch based dredging and maritime contracting company, has built a stake of more than 20 per cent in Fugro. The move was described by Fugro as unexpected and unsolicited. At that time, Boskalis said it did not have any takeover intentions.
In a response to Boskalis’ court action Fugro today said: “Fugro is disappointed by the position of Boskalis and opposes the action taken by Boskalis. This legal action is neither justified nor in the interest of Fugro’s stakeholders, and there is no legitimate interest for Boskalis given its repeated and explicit public statements that its holding in Fugro is not a step towards making an offer for Fugro.”
The case will be heard by the Dutch District Court on 17 March 2015 and the decision may be handed down relatively soon thereafter, Fugro has said.
Offshore Energy Today has reached out to Fugro seeking more info into what exactly Boskalis aims to achieve with the shareholder vote. We are yet to receive a response.
UPDATE: March 17, 2015
The Dutch court in summary proceedings today ruled in favour of Fugro and dismissed a claim by Boskalis to force a shareholders’ vote at Fugro’s annual shareholders’ meeting scheduled for 30 April 2015 on a recommendation in respect of one of Fugro’s three protective measures.
Fugro said: “Fugro has always indicated that it is willing to discuss the item in its shareholders’ meeting and will consequently include it in the agenda for its shareholders’ meeting as a discussion item. This ensures that all shareholders will have ample opportunity to discuss the item at the meeting.
Fugro reiterates that it highly values its position as independent provider of geotechnical and survey data, services and advice, which is core to Fugro’s strategy and the foundation of Fugro’s global market leadership in these areas. The protective measures Fugro has had in place for many years safeguard its independent position.”
Offshore Energy Today Staff