Norway Royal Salmon ASA (NRS): SalMar intends to launch a voluntary cash offer to acquire all outstanding shares in Norway Royal Salmon

This is a copy of the stock exchange announcement from Salmar ASA at 08:50 today.

Frøya, 20 August 2021

• Voluntary cash offer to acquire all outstanding shares in Norway Royal Salmon for NOK 270 per share
• The Offer values the Company at approximately NOK 11,764 million and represents a 12.5% premium to the NTS offer and a premium of 54.0% to the 30 trading day VWAP of the NRS share prior to the date for the NTS offer
• With several overlapping industrial interests, both in Northern Norway, the West Fjords of Iceland, and offshore, a combination offers ample opportunities to realise significant synergies

SalMar ASA (“SalMar” or the “Offeror”) is pleased to announce that SalMar intends to launch a voluntary cash offer to acquire all outstanding shares in Norway Royal Salmon ASA (“Norway Royal Salmon”, “NRS”, or the “Company”) for NOK 270 per share (the “Offer Price”) (the “Offer”).

The Offer Price represents a 12.5% premium to the NTS offer of NOK 240 per share, and a premium of 54.0% and 42.0% to the 30 and 90 trading day VWAP of the Norway Royal Salmon share up to and including the date prior to the date for the NTS offer (15 July 2021), respectively. The Offer values the outstanding shares of the Company at approximately NOK 11,764 million.

To facilitate and safeguard the success of the superior offer for the benefit of the NRS shareholders, SalMar has requested that the board of directors of NRS uses the authorisation granted to them at the annual general meeting of the Company held on 27 May 2021, to carry out a private placement of up to 4,357,219 new shares directed towards the superior bidder  (the “Private Placement”) at a subscription price equal to the offer price of such superior bid. NRS has confirmed that the board of directors is prepared to use its authorisation accordingly.

Rationale

Norway Royal Salmon and SalMar (the “Parties”) have several overlapping industrial interests, both in Northern Norway, the West Fjords of Iceland, and offshore. A combination of the Parties (the “Combination”) offers the opportunity to realise significant synergies:

• Both Parties have long-standing presence in, and considerable competence from, salmon farming in Northern Norway. A Combination will allow for improved utilisation of the combined available MAB and site portfolio as well as implementation of best practices within operations and the cost structure
• Norway Royal Salmon’s new smolt facility in Dåfjord outside Tromsø, together with SalMar’s existing smolt capacity and the Senja 2 and Tjuin facilities that are under construction, will be valuable resources that can guarantee delivery of the right smolt at the right time, which in turn will facilitate for improved biological results throughout the value chain
• SalMar’s new processing plant on Senja, InnovaNor, will secure large additional volumes through a Combination, allowing for economies of scale through improved utilisation and logistics, and reduction of biological risk
• Both parties have significant expertise in the sales and logistic channel, a combination will give improved access to customers worldwide.
• A possible combination of Icelandic Salmon (controlled by SalMar) and Arctic Fish (controlled by Norway Royal Salmon), both operating in the West Fjords of Iceland, will enable realisation of considerable synergies through e.g. improved operations at sea and an optimal structure in the value chain on land, including smolt, processing and sales
• Both SalMar and Norway Royal Salmon have made significant investments in offshore related farming technology, creating a large synergy potential. The Parties will together be a strong force in the further development and realisation of offshore farming
• A Combination will strengthen the competence and capacity, and position the Parties for further sustainable growth

Terms and conditions of the Offer

The Offeror will launch a voluntary cash offer to acquire all outstanding shares in Norway Royal Salmon for NOK 270 per share.

The Offeror will prepare an offer document (the “Offer Document”) setting out the terms and conditions of the Offer in accordance with Chapter 6 of the Norwegian Securities Trading Act, and the Offer will be launched following regulatory approval of the Offer Document by the Oslo Stock Exchange. The Offer Document will be distributed to Norway Royal Salmon shareholders as soon as practically possible following the required regulatory approval, expected to be obtained in the first half of September 2021.

The offer period will be four weeks (the “Offer Period”), subject to any extensions. Settlement of the Offer will be made within two weeks after announcement that Closing Condition (as defined below) (1) has been satisfied or waived, provided that the other Closing Conditions remain satisfied until such completion or are waived by the Offeror.

The completion of the Offer is expected to be subject to satisfaction or waiver by the Offeror, in whole or in part, and in its sole discretion, of the following conditions (the “Closing Conditions”):

1. Minimum acceptance: The Offer shall on or prior to the expiration of the Offer Period have been validly accepted by shareholders of the Company representing, together with the Private Placement shares to be issued in the Private Placement and shares otherwise acquired by the Offeror, if applicable, more than 50% of the issued and outstanding shares and voting rights of the Company on a Fully Diluted (as defined below) basis, and such acceptances not being subject to any third party consents or rights in respect of pledges, right of first refusal or other third party rights of any nature whatsoever. For this purpose, “Fully Diluted” shall mean all issued shares in the Company together with all shares which the Company are to issue in the Private Placement, if applicable, and would be required to issue if all rights to subscribe for or otherwise require the Company to issue additional shares, under any agreement or instrument, existing at or prior to completion of the Offer, were exercised;
2. No action by relevant authority: No relevant authority of a competent jurisdiction shall have taken any form of legal action (whether temporary, preliminary or permanent) that prohibits the consummation of the Offer or shall in connection with the Offer have imposed conditions upon the Offeror, the Company or any of their respective affiliates; and
3. Ordinary conduct of business: That (i) the business of the Norway Royal Salmon group, in the period until settlement of the Offer, has in all material respects been conducted in the ordinary course and in accordance with applicable law, regulations and decisions of any relevant authority; (ii) except from the Private Placement, there has not been made, and not been passed any decision to make or published any intention to make, any corporate restructurings, changes in the share capital of the Company or any of its subsidiaries  (except any issuance of shares to the Company or any company owned 100% by the Company), issuance of rights which entitles holders to demand new shares or similar securities in the Company or any of its subsidiaries, payment of dividends or other distributions to the Company’s shareholders, proposals to shareholders for merger or de-merger, or any other change of corporate structure except for any of the foregoing actions made as a part of an ordinary internal reorganisation, involving only wholly owned subsidiaries of the Company; (iii) the Company shall not have entered into any agreement for, or carried out any transaction that constitutes, a competing offer; (iv) neither the Company nor any of its affiliates shall have undertaken or committed to any acquisitions or disposals (including, without limitation, disposal of shares in a subsidiary or disposal of material assets, licenses or sites); and (v) neither the Company nor any of its affiliates shall have entered into any agreement outside the ordinary course of business

The Offer will not be subject to any financing or due diligence conditions.

Financing of the Offer

SalMar has a number of available funding sources to finance the Offer without impacting SalMar’s dividend capacity and investments in the value chain, including, but not limited to, available cash and debt financing capacity based on SalMar’s sound financial position.

Advisors

Carnegie AS is acting as financial advisor and Advokatfirmaet Thommessen AS is acting as legal advisor to SalMar.

For further information, please contact:

Trine Sæther Romuld, CFO & COO
trine.romuld@salmar.no, +47 991 63 632

Håkon Husby, Head of Investor Relations

hakon.husby@salmar.no, +47 936 30 449

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 of the Norwegian Securities Trading Act.

This stock exchange announcement was published by Håkon Husby, Head of Investor Relations at SalMar ASA, on 20 August 2021 at 08:45 CEST.

About SalMar

SalMar is one of the world's largest and most efficient producers of farmed

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 and Vikenco in Aukra. 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.