AKER BIOMARINE AND NATURAL AGREE TO MERGE
The merger completes an integration of the two companies. The integration and the proposed share swap are in line with the notification submitted to the Oslo Stock Exchange on 16 November 2006.
- Aker BioMarine is well on its way in building an international marine ingredients company that develops, produces, and markets Omega 3-based products from krill. The merged company combines expertise in deepwater fisheries and biotechnology, says Aker BioMarine`s Helge Midttun. Mr. Midttun will be President and CEO of the merged company.
The proposed share swap for the merger is based on a per-share price of NOK 57 for Natural shares and NOK 90 per-share for Aker BioMarine stock. The value of Natural corresponds to the price Aker paid for its controlling shareholding, announced on 16 November 2006. The value of Aker BioMarine is equal to the price set in the company`s December 2006 private placement of shares.
Natural shareholders will retain the number of shares they currently own. Aker BioMarine`s shareholders will receive settlement in Natural shares, in which one Aker BioMarine share entitles the holder to 1.579 Natural ASA shares.
Present ownershipCurrently, Aker BioMarine owns 89.14 percent of the shares of the listed biotechnology company Natural ASA.
In December 2006, Aker BioMarine completed a private placement of shares, which raised NOK 1.2 billion from Norwegian and international investors. Following the share issue, Aker BioMarine was valued at NOK 5.1 billion; Aker`s ownership interest in the company was reduced from 100 percent to 76.2 percent.
Pursuant to the proposed merger share swap, Aker will have a 70.8 percent ownership stake in the merged `new` Aker BioMarine. The remaining shares will be held by some 600 shareholders.
The merger proposal will be presented to the 29 March 2007 annual shareholders` meetings of both Aker BioMarine and Natural. Along with the notification of the meeting, shareholders will receive a description of the planned merger and other relevant documentation. Also, the agenda will propose election of new members of Natural`s board of directors.
The merger proposalThe boards of directors of the two merging companies have worked to integrate the companies` business activities and arrived at an agreement as to merger terms and conditions. Pursuant to the agreement, all of Aker BioMarine`s assets, rights, and obligations will be transferred to Natural, and Aker BioMarine shareholders will receive merger compensation in the form of Natural ASA shares.
The purpose of the proposed merger is to establish an efficient and streamlined organization and a simpler ownership structure in which all shareholders have their ownership interests in a single, listed company. In the estimation of the two boards of directors, a merger will benefit both companies and their shareholders.
In addition to approval by the two companies` shareholders` meetings, the merger is contingent upon a satisfactory response from creditors. Further, contractual parties and relevant public authorities must also grant approval. The terms and conditions of the merger are presented in greater detail in the merger plan.
The merging companies intend to complete the merger and disburse the merger compensation by the end of June 2007.
New Aker BioMarineThe merged Aker BioMarine will hold a unique market position and command state-of-the-art expertise throughout its value chain, from research and development, to harvesting, processing, product development, through sales and marketing. The company will have about 600 employees in Argentina, the Faeroe Islands, Norway, and the United States. The merged company will be headquartered in Oslo, Norway.
Pro-forma figures for the merged company show total revenues of NOK 460 million in 2006, and NOK 26 million in operating profit before depreciation and amortization (EBITDA).
Although Aker BioMarine was established in 2006, the company builds on years-long deepwater fisheries experience under Aker`s auspices. In addition to krill harvesting and processing in Antarctic waters, business activities are associated with production of surimi in Argentina and Faeroe Islands fisheries.
Using Aker BioMarine`s harvesting technology, so-called continuous trawling, krill is brought onboard the company`s factory trawlers alive. Processing begins as soon as the krill comes onboard an ultra-modern trawler, specially outfitted for krill harvesting. A key advantage of Aker BioMarine`s continuous trawling is that krill is harvested intact; use of a conventional trawl with nets kills the krill, resulting in destruction of the nutritious biomass.
Through the merger, Natural will add key expertise and experience in the development of patented solutions for commercialization of lipids (fatty acids). The products in the company`s portfolio are lipids with documented health benefits; they can be used as ingredients in food, drink, animal fodder, dietary supplements, and pharmaceuticals. These include products and technologies such as Tonalin® CLA, functional phospholipids with high Omega 3 content, and highly concentrated Omega 3.
- Aker BioMarine`s growth potential lies in developing products and increasing the recovery of high-value oils - and positioning the company in rapidly growing markets for health-promoting products, such as dietary supplements, food ingredients, aquaculture, and pharmaceuticals, says Aker BioMarine`s President and CEO Helge Midttun.
For further information , please contact:
Helge Midttun, President and CEO, Aker BioMarine, tel: +47 913 35 790Jostein Dalland, Managing Director, Natural, tel: +47 996 49 038