Merger of Van Oord ACZ and Ballast Ham Dredging accomplished

19 December 2003 16:45 - Royal BAM Group nv

Bunnik/Gorinchem, 19 December 2003 – The merger between Ballast Ham Dredging (BHD) and Van Oord ACZ (announced on 3 October 2003) was formally concluded today.

The existing shareholders of Van Oord ACZ, MerweOord and NPM Capital acquire interests of 47.6% and 30.9%, respectively, in the new company. Royal BAM Group nv (which held the entire share capital of BHD) acquires an interest of 21.5% of the ordinary share capital of the new dredging company Van Oord BV together with cumulative financing preference shares to a value of €70 million. The various parties aim to achieve a shareholder structure in the short term under which MerweOord will hold at least 51% of the ordinary shares. Via an agreement on voting rights with NPM, MerweOord will, however, be able to cast 51% of the votes with immediate effect.

By disposing of BHD, Royal BAM Group has succeeded in strengthening the Group’s balance sheet. The Royal BAM Group capital base as at year-end 2003 – in line with previous statements – will amount to 18-19% of the balance sheet total. The cash payment (€260 million) receivable as part of the transaction will be used to repay the bridging loans. The amount then outstanding on the bridging loans (€40 million) is also expected to have been repaid before the end of this year.

Van Oord BV will occupy a prominent position in the international marine construction market. This is assured by the size and composition of the combined dredging fleet together with the position in the market for offshore activities and coastal marine works plus a worldwide presence. BHD and Van Oord ACZ have worked together in the past on many occasions, including the huge land reclamation projects in Singapore, Hong Kong and Dubai. The combined company’s projected turnover (pro forma) in 2003 will be approximately €850 million. The total number of employees is approximately 3,000.

Further information:

Royal BAM Group nv:

Van Oord BV: