Norway Royal Salmon (NRS): Engagement of Financial Advisor and notice to Extraordinary General Meeting.
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Trondheim, 17 March 2022. Norway Royal Salmon ASA (“NRS” or the “Company”) hereby announces that it has engaged ABG Sundal Collier as Sole Financial Advisor in relation to the financing process related to the acquisition of SalmoNor AS (“SalmoNor”).
Over the next few weeks, the Company intends to raise up to NOK 2,000 million by offering newly issued shares to finance the Cash Consideration (as defined below) of the Company's acquisition of SalmoNor from NTS ASA ("NTS").
As disclosed in NRS’ stock exchange notice published 11 January 2022, NRS and NTS have entered into a binding agreement for NRS’ wholly owned subsidiary NRS Farming AS to purchase 100% of the shares in SalmoNor from NTS ("the Transaction"). As indicated above, the independent members of the Board of NRS has resolved to move forward with the financing process, in accordance with its obligations under the share purchase agreement (the “SPA”) for the Transaction, thereby aiming to fulfil the most critical remaining condition in the SPA. Pursuant to the SPA, NTS has undertaken to vote in favour of the Transaction and to subscribe for Consideration Shares (as defined below) in an amount of approximately NOK 4 billion to complete the acquisition of SalmoNor.
The independent members of the Board considers the Transaction to create significant shareholder value in NRS and has received support for the financing processfrom both existing shareholders and from potential new investors.
While the Board has noticed that there have been developments in regard to the ownership situation in its largest shareholder, NTS, the Board is firmly of the view that it must adhere to established agreements and fulfil its fiduciary duty to make judgements and resolutions that are in the best interest of all its shareholders.
SalmoNor and the Transaction
SalmoNor is a fully integrated salmon farming company with an attractive license portfolio in production area 7 in Central Norway and with an estimated harvesting volume of 34 750t in 2022 and 39 000t in 2023 (HOG). SalmoNor have over time delivered strong operational results and NRS sees a significant potential in combining the two companies creating a fully integrated, large -scale salmon farmer with an attractive license portfolio in top-performing regions. There is a clear strategic rationale in combining best practice from both companies to improve the performance and profitability within smolt, grow-out, development licenses and sales.
The share purchase agreement values SalmoNor at an Enterprise Value of NOK 8,297 million. The equity value (the "Purchase Price") of SalmoNor is estimated to around NOK 5,978m. The Purchase Price is agreed financed through 68.14% consideration shares in NRS (the "Share Consideration") and 31,86% cash (the "Cash Consideration").
The Extraordinary General Meeting:
Notice is hereby given of an Extraordinary General Meeting in Norway Royal Salmon ASA Thursday 7 April 2022 at 09.00 a.m, Ferjemannsveien 10, Trondheim. Please find the notice of the Extraordinary General Meeting enclosed.
For further information, please contact:
Klaus Hatlebrekke, Interim CEO: +47 975 16 757
Ola Loe, CFO: + 47 911 79 411
Norway Royal Salmon in brief:
The Norway Royal Salmon (NRS) group owns 36 085 tonnes MAB for salmon farming located in Troms and Finnmark, and 17 800 tonnes MAB for salmon farming and 5 300 MAB for trout farming in Iceland through the company Arctic Fish. In addition, the group has minority interest in two associated Norwegian fish farming companies which together own 9 fish farming licenses. NRS is an attractively positioned fish farming group, which offers salmon to the market through its own sales organisation. For further details, please visit www.norwayroyalsalmon.com
Important Notice
This announcement is not, and does not form a part of, any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the US Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the US Securities Act.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, the assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond the Company's control.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither the Manager nor any of its respective affiliates make any representation as to the accuracy or completeness of this announcement and none of them accept any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. Neither the Manager nor any of its respective affiliates accept any liability arising from the use of this announcement.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation, and is subject of the disclosure requirements of section 5-12 of the Norwegian Securities Trading Act. The notification is submitted on behalf of Norway Royal Salmon ASA by Bjørn Kleven, Group Accounting Manager, at 08.30 CET, 17 March 2022.