Norway Royal Salmon ASA (NRS): Clearance received from the European Commission – Settlement details for the Merger with SalMar and for the acquisition of SalmoNor
Reference is made to Norway Royal Salmon ASA's ("NRS") stock exchange notice on 30 May 2022 regarding the acquisition of SalmoNor AS ("SalmoNor") from NTS ASA ("NTS") and the merger between NRS and SalMar ASA ("SalMar") (the "Merger").
Further reference is made to SalMar's stock exchange notice of today (the "SalMar Notice") regarding received clearance from the European Commission for SalMar's acquisition of a majority of the shares in NTS ASA pursuant to a voluntary offer (the "Offer") and consequently also for the Merger. In the SalMar Notice, SalMar confirms that the closing conditions for the Offer have been satisfied or waived and that the Offer will be settled.
As a condition for completion of the Merger and the Offer, SalMar has undertaken a commitment to divest certain shares currently held by NRS, which will be assumed by SalMar upon completion of the Merger. Further details about this divestment, including the conditions for its completion, and about the rationale for completing the Merger and the Offer are set out in the SalMar Notice.
On the above basis, SalMar and NRS have resolved to proceed to complete the Merger pursuant to the terms and conditions of the Merger plan.
In accordance with the Merger plan, NRS will immediately prior to completion of the Merger complete the agreed acquisition of 100% of the shares in SalmoNor AS from NTS. As part of the settlement, NRS will issue 15,360,643 new NRS shares to be subscribed by NTS.
Completion of the SalmoNor transaction is expected to take place on 2 November 2022 with the share capital increase in NRS expected to be registered in the Norwegian Register of Business Enterprises (the "Register") on 3 November 2022. The new shares will be delivered to NTS' VPS account no later than on 4 November 2022.
Following completion of the SalmoNor transaction, NRS will have a registered share capital of NOK 58,932,643 consisting of an equal number of shares, each with a par value of NOK 1.
Registration of completion of the Merger in the Register is expected to take place after close of trading on Oslo Børs on 7 November 2022 (the "Merger Effective Date"), which will be the last day of trading in the NRS shares.
Shareholders of NRS will receive merger consideration consisting of 0.303933 shares in SalMar and NOK 52.84 in cash for each share in NRS they own as at the expiry of the Merger Effective Date, as such shareholders appear in NRS' shareholders register with Euronext Securites Oslo (VPS) as at the expiry of 9 November 2022. SalMar will issue at total of 17,851,550 new shares as consideration in the Merger.
Carnegie AS acts as financial advisor and Wikborg Rein Advokatfirma AS acts as legal advisor to NRS.
For more information, please contact:
Paal Espen Johnsen, Chairman of the Board of Directors: +47 484 02 000
Charles Høstlund, CEO: +47 994 18 449
About Norway Royal Salmon:
The Norway Royal Salmon (NRS) group owns 36 455 tonnes MAB for salmon farming located in Troms and Finnmark, and 21 800 tonnes MAB for salmon farming and 5 300 MAB for trout farming on Iceland through the company Arctic Fish. In addition, the group has minority interest in two associated Norwegian fish farming companies which together own nine 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.
This information is subject to the disclose requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.