Royal Boskalis Westminster NV (BOKA.AE) intends to acquire Smit Internationale NV (SMIT.AE) for EUR1.35 billion in cash in a deal that would create a major Dutch player in the maritime services industry, but Smit said it still needed time to assess whether the offer represented good value.

However, Smit's biggest shareholders, Delta Lloyd NV (DL.AE) and Janivo Beleggingen, have confirmed they would accept the intended offer. Together with Boskalis' own shareholding in Smit, those stakes accounts for about 44% of the outstanding shares.

Boskalis Chief Executive Peter Berdowski said he was confident more investors would support the EUR60 per share offer, which represented a premium of 8% to Smit's closing price Wednesday.

Ben Vree, Smit's chief executive, was less certain. He said the deal progressed quickly and that the focus was on strategic issues, with insufficient time to look at the financials.

In September last year Boskalis first announced its intention to make an offer for Smit, excluding the harbour towage division. Its EUR62.50 per share offer was rejected by Smit as too low.

Analysts said the current offer was low. A Fortis Bank Netherlands analyst said there were synergies between the two companies, but they were limited. The analyst said that it was positive that Boskalis intended to acquire Smit as a whole, including the harbour towage division. Fortis Bank Netherlands rates both shares hold.

At 0250 GMT, shares of Boskalis traded up EUR0.43, or 1.2%, at EUR26.54 and Smit shares traded up EUR3.69, or 6.6%, at EUR59.29 while the benchmark AEX index traded up 0.4%. Boskalis' shares have gained 4% in value in the past year while Smit's shares have gained 18% during the same period.

Boskalis said it would finance the deal through a combination of debt and equity and intends to issue EUR200 million new Boskalis shares. HAL Holding (HAL.AE), which holds 31.75% of Boskalis, already has indicated it would take part in the share issue.

The deal would enhance Boskalis' earnings per share as of 2010, Berdowski told journalists.

Boskalis provides dredging, maritime infrastructure and maritime services world-wide. It has a fleet of 300 vessels and a work force of about 10,000 in more than 50 countries. It posted net profit in 2008 of EUR249.1 million on revenue of EUR2.1 billion.

In addition to harbour towage, Smit offers maritime services such as salvage and transport and heavy lifting. It posted net profit last year of EUR107.8 million on revenue of EUR704.8 million. It employs 3,590 workers.

The two companies in a joint statement said the implications of the acquisition on their combined work force would be limited because of the complementary nature of their businesses.

"I see significant opportunities for synergies between our companies complemented with a close competence and cultural fit," Berdowski said.

Vree added: "This merger offers an excellent opportunity for Smit."

The two companies said they expected to complete the deal in the first half of 2010.

-By Anna Marij van der Meulen, Dow Jones Newswires; +31 20 571 5201; annamarij.vandermeulen@dowjones.com
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