SalMar ASA (OB:SALM) intends to launch a voluntary cash offer to acquire Norway Royal Salmon AS (OB:NRS) for NOK 11.8 billion on August 20, 2021. Under the offer, SalMar will acquire all outstanding shares in NRS for NOK 270 per share, valuing the outstanding shares of NRS at approximately NOK 11.8 billion. SalMar has a number of available funding sources to finance the offer, including, but not limited to, available cash and debt financing capacity based on SalMar's sound financial position. To facilitate and safeguard the success of the superior offer for the benefit of the NRS shareholders, SalMar has requested that the Board of Directors of NRS uses the authorisation granted to them at the annual general meeting of the Company held on May 27, 2021, to carry out a private placement of up to 4.4 million new shares directed towards the superior bidder at a subscription price equal to the offer price of such superior bid. NRS has confirmed that the Board of Directors is prepared to use its authorisation accordingly. The completion of the offer is subject to minimum acceptance of offer being validly accepted by shareholders of NRS representing more than 50% of the issued and outstanding shares and voting rights of NRS on a fully diluted basis; no relevant authority of a competent jurisdiction shall have taken any form of legal action (whether temporary, preliminary or permanent) that prohibits the consummation of the offer or shall in connection with the offer have imposed conditions upon SalMar, NRS or any of their respective affiliates; and that (i) the business of NRS group, in the period until settlement of the offer, has in all material respects been conducted in the ordinary course and in accordance with applicable law, regulations and decisions of any relevant authority; (ii) except from the Private Placement, there has not been made, and not been passed any decision to make or published any intention to make, any corporate restructurings, changes in the share capital of NRS or any of its subsidiaries, issuance of rights which entitles holders to demand new shares or similar securities in NRS or any of its subsidiaries, payment of dividends or other distributions to the NRS's shareholders, proposals to shareholders for merger or de-merger, or any other change of corporate structure except for any of the foregoing actions made as a part of an ordinary internal reorganisation, involving only wholly owned subsidiaries of NRS; (iii) NRS shall not have entered into any agreement for, or carried out any transaction that constitutes, a competing offer; (iv) neither NRS nor any of its affiliates shall have undertaken or committed to any acquisitions or disposals (including, without limitation, disposal of shares in a subsidiary or disposal of material assets, licenses or sites); and (v) neither NRS nor any of its affiliates shall have entered into any agreement outside the ordinary course of business. The offer will not be subject to any financing or due diligence conditions or any condition relating to approval from competition authorities. The offer will be launched following regulatory approval of the offer document by the Oslo Stock Exchange, which is expected to be obtained in the first half of September 2021. As of August 25, 2021, the offer period for the Offer will commence following approval of the Offer Document by the Oslo Stock Exchange, which is expected to be obtained during the week commencing September 6, 2021. The offer period will be four weeks, subject to any extensions. Carnegie AS is acting as financial advisor and Advokatfirmaet Thommessen AS is acting as legal advisor to SalMar. Carnegie Investment Bank AB (publ) acted as financial advisor to NRS. SalMar ASA (OB:SALM) cancelled the acquisition of Norway Royal Salmon AS (OB:NRS) on August 26, 2021. The Offer by SalMar was conditional upon SalMar receiving acceptances for, or otherwise becoming the owner of, shares in NRS representing more than 50% of the shares in NRS. As this condition will not be satisfied, SalMar will not launch the Offer.