SALMAR ASA TO LAUNCH A VOLUNTARY OFFER FOR ALL OUTSTANDING SHARES IN NTS ASA

By mcghee February 16, 2022
490

[PRESS RELEASE] 14 February 2022:

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR PURCHASE ANY OF THE SECURITIES DESCRIBED HEREIN.

Frøya, 14 February 2022

    • Voluntary offer to acquire all outstanding shares in NTS ASA for a combination of NOK 24 in cash and 0.143241 shares in Salmar, equaling a total of NOK 120 per share based on the closing price of the Salmar share on 11 February 2022.

 

    • The Offer values the equity capital of the Company at approximately NOK 15.1 billion

 

    • Shareholders representing a total of approximately 23.6% of the outstanding shares have given pre-acceptances the Offer

 

    • Shareholders representing approximately 26.5% of the outstanding shares have issued a Support Statement related to the Offer

 

    • The shareholders who have pre-accepted the Offer or given a Support Statement together own a total of 50.1% of the outstanding shares

SalMar ASA (“SalMar” or the “Offeror“) will launch a voluntary offer to purchase all outstanding shares in NTS ASA (“NTS” or the “Company“) at NOK 120 per share (the “Offer Price“) with consideration consisting of 20% cash and 80% in the form of SalMar shares (the “Consideration Shares“) (the “Offer“). 50% of the Consideration Shares to be issued to the shareholders who have pre-accepted the Offer will be subject to a 6-month lock-up period from the closing of the Offer, but so that the lock-up period commences at the latest from 15 June 2022.

Rationale for the Offer

NTS, with its subsidiaries SalmoNor AS (“SalmoNor“), Norway Royal Salmon ASA (“NRS“) and Frøy ASA (“Frøy“), and SalMar (the “Parties”) have a long track-record in salmon farming, both in Central and Northern Norway as well as the Western fjords of Iceland. It is therefore expected that a combination of the Parties (the “Combination“) will realize significant synergies through a more efficient utilization of the Parties’ common resources.

    • The Combination will facilitate improved capacity utilization of the combined MAB and site portfolio, as well as the implementation of operational excellence, which in total are expected to provide even better biological results and lower production costs

 

    • The Parties have strong expertise within sales and distribution, and the Combination will provide improved access to customers worldwide

 

    • The Combination will in total strengthen the competence base and production capacity, and be a catalyst for further sustainable growth in the local communities where the Parties operate, both in northern parts of Central Norway, Northern Norway and Western fjords of Iceland

About the Offer

The Offer to be launched by the Offeror values  the issued shares in the Company at approximately NOK 15.1 billion, and the Offer Price represents a premium of 29.0% compared to NTS’ closing price on 14 January 2022 (last trading day before the announcement that shareholders in NTS intended to make a voluntary offer) of NOK 93.0 and a premium of 35.1% compared to the average volume-weighted share price during the last 30 trading days up to and including 14 January 2022 of NOK 88.8. The number of Consideration Shares to be issued in connection with the settlement of the Offer is calculated based on Salmar’s closing price of NOK 670,20 per share on 11 February 2022, and amounts to 0.143241 Salmar shares per NTS share. In addition, there is a cash amount of NOK 24 per share. In total, this corresponds to a total value of NOK 120 per NTS share.

No interest or other compensation than the Offer Price will be paid to shareholders who accept the Offer, but in the event completion of the Offer has not occurred by 15 June 2022 an interest of 3‑month NIBOR + 1.35% shall be added to the cash portion of the Offer Price, calculated from 15 June 2022 until the time of settlement of the Offer and be paid together with settlement of the Offer Price (on the condition that the Offer is completed).

Should the Company resolve to (i) change NTS’s share capital, the number of shares issued, the nominal value of the shares, (ii) pay dividends or make other distributions to the Company’s shareholders with a “record date” before the completion of the Offer, (iii) issue financial instruments that provide the right to have new shares issued, or (iv) announce that NTS has made any similar resolutions, the Offer Price and/or other terms and conditions for the Offer shall be adjusted to compensate for the effects of such resolutions.

Should the Offeror resolve to (i) change the nominal value of the shares, (ii) pay dividends or make other distributions to the Company’s shareholders with a “record date” before the completion of the Offer, or (iii) announce that the Offeror has passed any similar resolutions, the Offer Price shall be adjusted to compensate for the effect of such resolutions. In the event such adjustment is made received acceptances will be deemed to be acceptances also for the revised offer.

The Offeror will prepare an offer document (the “Offer Document“) which will contain complete terms and conditions for the Offer in accordance with Section 6 of the Norwegian Securities Trading Act. The Offer Document will be distributed to the shareholders of NTS as soon as practicable after the required regulatory approval from the Oslo Stock Exchange, which is expected to be obtained no later than 31 March 2022. The Offer can only be accepted based on the Offer Document.

The offer period will be two weeks (the “Offer Period“), subject to an extension of up to six weeks in compliance with current regulations. Settlement of the Offer will be completed within two weeks after the Offer Period has lapsed and all Closing Conditions (as defined below) have been met or waived..

The completion of the Offer will be subject to the following main terms and conditions, which may be waived in whole or in part at the Offeror’s own discretion (the “Closing Conditions“):

(i)         Minimum acceptance. The Offer shall at expiry of the Offer Period be accepted by shareholders in the Company representing more than 50% of all issued shares and voting rights in the Company on a Fully Diluted Basis (as defined below), and such acceptances shall not be subject to third party consent or pledge, pre-emptive rights or other third-party rights of any kind. For this purpose, “Fully Diluted Basis” is defined as all issued Shares in the Company as well as all shares that the Company should be required to issue if all rights to subscribe for or otherwise require the Company to issue additional shares or other instrument, which exists at or before the closing of the Offer, are exercised.

(ii)        No action by relevant authorities. No relevant authority with competent jurisdiction shall have initiated any legal action (whether temporary, provisional or permanent) that prevents the closing of the Offer or, as in connection with the Offer, impose any conditions on the Offeror, the Company or any of their respective affiliates.

(iii)       Ordinary operation. (a) In the period up to the closing of the Offer, the NTS group’s activities shall in all material respects be conducted in accordance with normal operations and applicable law, regulations and decisions from relevant authorities; (b) it has not been implemented, nor has a decision been made to implement or been published an intention to implement, reorganisations, changes in the share capital of the Company or any of its subsidiaries, issuance of rights where the holders may require new shares or similar securities in the Company or its subsidiaries to be issued, payment of dividends or other distributions to the Company’s shareholders, proposals to the shareholders to merge or demerge, or any other change in the company structure in addition to such mentioned actions performed as part of a general internal reorganization where only wholly owned subsidiaries of the Company are involved; (c) the Company shall not have entered into an agreement regarding, or executed any transactions that may be considered to constitute, a competing bid; (d) the Company and its subsidiaries shall not have entered into acquisition agreements; disposals or other transactions that are not in accordance with normal operations; (e) The Company’s announced sale of Salmonor to Norwegian Royal Salmon ASA shall not be completed; (f) no transactions that will trigger an obligation pursuant to Section 6-1 (2) of the Securities Trading Act have occurred.

(iv)       Issuance of Consideration Shares. The general meeting of the Offeror shall have approved, or authorized the Board of Directors of the Offeror, to issue the Consideration Shares, and that such resolutions have not been withdrawn before the closing of the Offer.

(v)        Due diligence. The Offeror has completed a limited confirmatory due diligence of the NTS group and its subsidiaries in Norway and Iceland without any material adverse findings.

(vi)       Regulatory approvals. The Offeror shall have received all necessary permits, consents, clearances and approvals for the implementation of the Offer, including from competition authorities in Norway and other relevant jurisdictions with the exception of Iceland, without conditions or on terms accepted by the Offeror, and that all relevant waiting periods have expired.

(vii)      No material adverse change. No circumstances that have or can reasonably be expected to have a material adverse effect on the financial position, operations or business prospects of the NTS group.

The Offer will not be subject to any financing condition.

Should the Closing Condition in point (vi) (Regulatory approvals) not be met by 31 October 2022, but all other Closing Conditions have been met, the Offeror shall waive the Closing Condition in point (vi) (Regulatory approvals).

The Offeror will convene an extraordinary general meeting to, among other things, approve the capital increase related to the issuance of Consideration Shares for the settlement of the Offer (the “Extraordinary General Meeting“). Kverva Industrier AS and LIN AS have committed to attend and vote for such a capital increase at the Extraordinary General Meeting.

Pre-acceptance of the Offer

Haspro AS, Vikna Invest AS, Andvari AS, Bergpro AS, Dolmen Invest AS, E.R. Dolmen Invest AS, Leif-Oskar Olsvik, Linn-Karin Olsvik, Torbjørn Olsvik, H.G. Dolmen Invest AS and Emilsen Fisk AS, which together own 29,727,803 shares equaling approximately 23.6% of the shares in the Company, have pre-accepted the Offer for all the shares they own. The pre-acceptances are irrevocable.

Support Statement to the Offer

Nils Williksen AS, TerBoLi Invest AS and Rodo Invest AS, which together own 33,257,573 shares equaling approximately 26.5% of the shares in the Company, are positive to the Offeror’s proposal to launch the Offer and considers the Offeror to be a good owner of the Company (the “Support Statement”).

Nils Williksen AS is a close associate to a board member of NTS, Nils Martin Williksen, TerBoLi Invest AS is a close associate to a board member of NTS, Vibecke Bondø, and Rodo Invest AS is a close associate of a board member of NTS, Roald Dolmen, and will therefore until the publication of the Company’s fourth quarter results on 23 February 2022 be prevented from making transactions relating to the Company’s shares, and can at present not give any acceptance or pre-acceptance of the Offer. The Support Statement shall, for the avoidance of doubt, not include transactions that are comprised by MAR art. 19.

The same shareholders have undertaken not to pre-accept or accept other offers that compete with the Offer until expiry of the Offer Period.

Advisors

Arctic Securities AS acts as financial advisor and Advokatfirmaet BAHR AS acts as legal advisor to SalMar ASA in connection with the Offer. Carnegie AS acts as financial advisor and Advokatfirmaet Thommessen AS acts legal advisor to the shareholders who have pre-accepted or supported the Offer.

For additional information, please contact:

Gustav Witzøe, CEO
Tel: +47 911 47 834
E-mail: [email protected]

Trine Sæther Romuld, CFO & COO
Tel: + 47 991 63 632
E-mail: [email protected]

Håkon Husby, Head of Investor Relations
Tel: +47 936 30 449
E-mail: [email protected]

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act § 5-12.

About SalMar

SalMar is one of the world’s largest and most efficient producers of salmon. The Group has farming operations in Central Norway, Northern Norway and Iceland, as well as substantial harvesting and secondary processing operations in Norway, at InnovaMar in Frøya, InnovaNor in Senja and Vikenco in Aukra. In addition, the company is operating within offshore aquaculture through the company SalMar Aker Ocean. SalMar also owns 50% of the shares in Scottish Sea Farms Ltd.

See www.salmar.no (http://www.salmar.no) for more information about SalMar.

Important information:

The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer to sell or purchase, or solicitation to purchase or subscribe for any securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Offeror does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.

The Offer, if made, will be subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor any of its advisers assume any responsibility in the event there is a violation by any person of such restrictions.

The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

No adviser of the Company or the Offeror is acting for anyone else than the Company or the Offeror, respectively, and will not be responsible to anyone other than such party providing the protections afforded to their respective clients or for providing advice in relation to any other matter referred to in this release.

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.

The original press release can be found at the SalMar.no website.