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Cooke moves to acquire Tasmanian salmon farmer

Cooke moves to acquire Tasmanian salmon farmer

Privately-owned Cooke Inc. (‘Cooke’), parent company of Cooke Aquaculture Inc. of New Brunswick, Canada, has placed a non-binding indicative proposal to purchase publicly traded Tasmanian salmon farmer, Tassal Group Limited (‘Tassal’), based in Hobart (Australia), by way of scheme of arrangement under Australian law for a cash consideration of A$4.85 per Tassal share. The indicative proposal was submitted to the board of Tassal and follows previous indicative proposals submitted on 26 May 2022 for $4.67 per share and 6 June 2022 for $4.80 per share.

Tassal is listed on the Australian Securities Exchange (‘ASX’) and is a vertically integrated salmon and prawn grower and processor for both the Australian domestic and export markets. Tassal employs over 1,700 people in Tasmania and Australia.

With sales of circa $2.4 billion CAD, Cooke has Atlantic salmon farming operations in Atlantic Canada, the United States, Chile, and Scotland; seabass and seabream farming operations in Spain; seafood and wild fishery divisions in North and South America; and one of the largest premium shrimp farms in Latin America. Cooke now has a global workforce of 10,000 employees in 10 countries – mainly located in rural areas.

On Monday, June 27th, 2022, Cooke lodged its third non-binding indicative proposal to the board of Tassal for an acquisition of 100% of the Tassal shares. Importantly, Cooke is keen to undertake the transaction on a friendly basis with an endorsement from Tassal’s board of directors, and therefore has proposed that the transaction occur by way of a Tassal scheme of arrangement. The proposal is subject to limited conditionality and, importantly, is not subject to Cooke being granted due diligence access.

Cooke considers that the proposed cash consideration of A$4.85 per share represents an attractive premium of 35.1% to the closing price of Tassal shares on May 26th, 2022 of A$3.59 (being the last trading day before the date of the first indicative proposal) and 36.2% to the VWAP for the 30 days to and including 24 June 2022 of A$3.56.

Cooke considers its revised proposal is particularly attractive given the significant increase in risk-free rates and the cost of debt since the first non-binding indicative proposal given to the Tassal board on Thursday, May 26th, 2022.

Cooke believes its proposed cash consideration of A$4.85 per Tassal share is an attractive premium considering Tassal’s salmon volumes have been maximised given restrictions on new marine farming leases.

Cooke’s intent is to engage the Tassal board of directors to provide shareholders with a transaction capable of being completed.

Australian investment banking firm Kidder Williams is acting for Cooke in Australia and looks forward to working with Tassal’s board and shareholders in relation to a transaction.