Norway Royal Salmon (NRS): Combination of SalmoNor and Norway Royal Salmon ASA
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Norway Royal Salmon ASA («NRS») and NRS Farming AS has today entered into a Share Purchase Agreement for NRS Farming AS to acquire 100% of the shares in SalmoNor from NTS ASA(“NTS”) (the “Transaction”).
The agreement follows the stock exchange notice released on the 30th of September stating that the Board of Directors in NTS has initiated a strategic dialogue on a potential combination of SalmoNor and NRS. NTS’ representatives in the Board of Directors in NRS has declared themselves disqualified and have as a consequence not participated in the evaluation of 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 36 500t in 2022 and 39 000t in 2023 (HOG). SalmoNor have over time delivered strong operational results and NRS see 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. The management in SalmoNor and NRS see 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 transaction creates the world’s 6th largest salmon farmer with potential to produce around 100 000t salmon in Norway and 24 000t on Iceland. The combined company will be in a strong position to exploit the significant growth opportunities present in both SalmoNor and NRS.
The agreement values SalmoNor at an Enterprise Value of MNOK 8.297. Estimated equity value (the “Purchase Price”) of SalmoNor at the time of closing is estimated to around MNOK 6.350. The Purchase Price is agreed financed through 68,14% consideration shares in NRS (the “Share Consideration”) and 31,86% cash (the “Cash Consideration”). The Cash Consideration is expected to be fully or partially financed through an external private placement in NRS. NRS has several sources available for financing of the Cash Consideration in combination with a private placement, hereunder existing funds, sale of assets or a combination of these. The Share Consideration is expected to be financed through issuance of new shares in NRS to NTS, where the share price for the Share Consideration will be equal to the share price in the external private placement. The agreement is conditional upon satisfactory due diligence. See also stock exchange notice published today under ticker “NTS”.
An independent investment bank is engaged by the independent board in NRS to present a fairness opinion on the value of SalmoNor in the Transaction. NRS expects to publish the outcome of this fairness opinion Thursday 13th of January.
“We are enthusiastic over a combination with SalmoNor. Through the merger we are now combining an impressing operational competence across the organizations, the most important foundation for continued growth and development, and establishment of new jobs. We look forward to working together on developing a joint company going forward”, says Klaus Hatlebrekke, interim CEO in NRS
“This transaction combines two leading salmon farmers with licenses in some of the best regions in Norway and creates a company of considerable size, that will be in the forefront when the future of salmon farming will be formed, enabling further growth and development in the Central and North of Norway. The purchase of SalmoNor provides access to a very competent operational organization that will strengthen NRS’ own organic growth opportunities and strategies going forward”, says Trude Olafsen, independent board member in NRS
DNB Markets is acting as financial advisor to NRS and Wiersholm is acting as legal advisor to NRS.
NRS will hold a digital conference Thursday 13th of January at 1200 CET to go through the Transaction. Call-in details will be shared ahead of the call.
For further information, please contact:
Interim CEO, Klaus Hatlebrekke, +47 975 16 757
CFO, Ola Loe, +47 911 79 411
This information is subject to the disclose requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
This information is considered inside information and has been submitted pursuant to the Market Abuse Directive (MAR). The notification is submitted on behalf of Norway Royal Salmon ASA by Bjørn Kleven, Group accounting manager, at 12.00 CET, 11 January 2022.