Trondheim,
Norway Royal Salmon ASA ("NRS") andSalMar ASA ("SalMar") ("the Parties") have entered into a merger plan whereby the two entities will merge, withSalMar as the acquiring company in the merger (the "Merger").-
The agreed exchange ratio is based on the average volume weighted closing share price of
SalMar from 4 April to20 May 2022 . Based on an exchange ratio of 0.369 shares inSalMar per share in NRS, this results in a value ofNOK 265.18 per NRS share, which gives a premium of 6.3% to the NRS closing price Friday27 May 2022 , and 12.1% to NRS' average closing share price over the past 30 days.
- The rationale behind the Merger is to increase value creation in the regions where the companies operate and enable the realization of synergies between the companies.
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The Merger is conditional on NRS acquiring SalmoNor AS ("SalmoNor") immediately prior to the consummation of the Merger, and that all conditions for the completion of
SalMar's voluntary tender offer for the shares inNTS ASA ("NTS") (the "NTS Offer") have been met or waived, or the NTS Offer has been completed.
Rationale
The Parties have several overlapping industrial interests, both in
- Both Parties have a long-standing presence in, and considerable competence from, salmon farming in
Norway . The Merger will allow for improved utilisation of the combined available MAB and site portfolio as well as improvements in operations and cost. -
NRS's new smolt facility in Dåfjord outside Tromsø, together with
SalMar's development of the Senja 2 and Tjuin facilities will, together with the Parties' existing smolt capacity, be valuable resources that can ensure delivery of the right smolt at the appropriate time, which in turn will facilitate improved biological results throughout the value chain. SalMar's new processing plant on Senja, InnovaNor, will attain large additional volumes through the Merger. This will allow economies of scale through improved capacity utilisation and logistics and reduce biological risk.-
SalmoNor has operations throughout the value chain and has delivered solid results over several years. SalmoNor is located in Rørvik, in production area 7, and will thus complement
SalMar's operation in Mid-Norway . - Both parties have significant expertise in sales and logistics, and the Merger will improve access to customers worldwide.
-
Both
SalMar and NRS have made significant investments in offshore related farming technology, creating a large synergy potential. The Parties will jointly be a strong force in the further development and realisation of offshore farming. -
Both parties operate in the West Fjords of
Iceland through Icelandic Salmon (controlled bySalMar ) and Arctic Fish (controlled by NRS). Together the Parties may realise significant synergies through e.g. improved operations at sea and an optimal structure in the onshore value chain, including smolt, processing and sales. - A combination will strengthen the competence and capacity of the Parties, and position them for further sustainable growth. The Parties have strong company cultures, and the anticipated production growth they expect going forward will strengthen the company's position as an attractive employer requiring competent, local employees.
- The Merger will create an entity that is financially stronger, driven by increased revenue and expected cost synergies.
Leif Inge Nordhammer, Chairman of
Terms and conditions
The transaction will be completed in two interlinked stages.
First, NRS will immediately prior to completion of the Merger carry out the agreed takeover of SalmoNor from NTS, where settlement will be in cash and NRS shares, in line with the existing and amended agreements. The NRS share price that will be the basis for the SalmoNor settlement will be equal to the value of the NRS share agreed in the Merger. The cash settlement of the SalmoNor transaction will be paid through the issue of a debt instrument that will be settled following the completion of the merger between
- The share capital of NRS is increased by
NOK 15 360 452 through the issue of 15 360 452 new shares, each atNOK 1 par value, at a subscription price ofNOK 265.18 per share; for a total subscription amount ofNOK 4 073 284 661. -
As settlement for these shares, NTS will transfer to NRS an obligation to pay NRS Farming AS
NOK 4 073 284 661; emerging from the completion of the SalmoNor transaction. All the new issued shares are to be transferred to NTS. -
The equity issue shall be carried out at the same day as the completion of the SalmoNor transaction, and immediately prior to the completion of the Merger between
SalMar and NRS. The execution of the equity issue is conditional on NRS andSalMar having declared that all conditions for completion of the Merger have been met and that it will be carried out immediately following the equity issue.
Immediately thereafter NRS will merge with
- The Merger will take the form of a statutory merger whereby
SalMar will absorb NRS, in accordance with the Norwegian Public Limited Liability Companies Act. -
As merger consideration the shareholders of NRS will receive 0.303933 shares in
SalMar andNOK 52.84 in cash for each share held in NRS, which in total provides the shareholders in NRS with an ownership interest of approximately 12.3 % inSalMar upon completion of the Merger, and the NTS Offer. -
If the previously announced dividend of
NOK 20 per share fromSalMar is not approved with a record date prior to completion of the Merger, the shareholders of NRS will instead receive 0.295475 shares inSalMar for each share held in NRS, while the cash consideration will remain unchanged. -
Fractions of shares will not be allotted, and for each shareholder the shares will be rounded down to the nearest whole number. Any excess shares following round down will not be allotted, but will be issued to and sold by
Arctic Securities AS ; the consideration to be distributed pro rata between the shareholders who were entitled to such fractions of shares. -
Completion of the Merger is subject to approval by the shareholders of each of
SalMar and NRS through extraordinary general meetings, expected to be held on or about30 June 2022 (the "EGMs"). Kverva Industrier AS , holding approximately 50.88% of the shares inSalMar , LIN AS, holding approximately 1.10 % of the shares inSalMar , and NTS, holding approximately 68.14 % of the shares in NRS, have undertaken to attend the respective EGMs and vote in favour of the Merger.-
In addition to approval by the EGMs, completion of the Merger is also subject to
-
(i)
SalMar having announced that all conditions for completion of the NTS Offer, as regulated in an offer document fromSalMar dated17 March 2022 (the "NTS Offer Document") has been met or waived (or the NTS Offer has been completed); - (ii) NTS having transferred all shares in its subsidiary SalmoNor to NRS and NRS having issued and delivered 15 360 452 new shares in NRS to NTS as partial consideration for SalmoNor; and
- (iii) all required approvals for the Merger from competition authorities and any other relevant public authorities having been granted unconditionally or on conditions that will not have a material adverse effect on the business of the merged companies or materially alter the basis for the exchange ratio in the Merger.
-
(i)
- Subject to approval of the Merger by the respective EGMs, it is expected that the Merger will be completed during the third quarter of 2022.
- Further information about the Merger will be made available in the merger plan for the Merger.
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The Merger will not have any impact on - or result in any adjustments to - the NTS Offer, the terms and conditions of which are set out in the NTS Offer Document and separate stock exchange notices published by
SalMar relating to the NTS Offer.
Financing of the cash part of the merger proposal
Advisors
Information
A digital analyst's conference will be held Monday
A press conference will be held on Monday
For further information, please contact:
Charles Høstlund, Interim CEO at NRS
Tel: +47 994 18 449
Tel: +47 484 02 000
This information is considered to be inside information pursuant to the
This
About NRS
The
located in Troms and Finnmark, and 21 800 tonnes MAB for salmon farming and 5 300 tonnes MAB for trout farming in
About SalmoNor
SalmoNor is a fully integrated salmon farming company headquartered in Rørvik. The company owns 21 195 tonnes MAB and produces salmon on the Namdal coast. SalmoNor has an annual production capacity of up to 40 000 tonnes salmon. The company has holdings in Osan Settefisk, SalmoSea, Mnh Rederi, SalmoTech and SalmoNor Settefisk.
.
Important information:
The release is not for publication or distribution, in whole or in part, directly or indirectly, in or into
No adviser of
Forward-looking statements:
This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.
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