CLEARANCE RECEIVED FROM THE EUROPEAN COMMISSION

Clearance received from the European Commission – Settlement details for merger between SalMar and NRS and voluntary tender offer for shares in NTS.  The European Commission has today declared SalMar’s acquisition of a majority of the shares in NTS pursuant the Offer to be compatible with the EU Merger Regulations, and consequently also the Merger.

In connection with the clearance from the European Commission, SalMar has undertaken a commitment to divest the 16,346,824 shares in Arctic Fish Holding AS (“Arctic Fish”) currently held by NRS that will be assumed by SalMar upon completion of the Merger. The shares represent approximately 51.28% of the shares and votes in Arctic Fish. SalMar has entered into an agreement with Mowi ASA (“Mowi”) whereby Mowi will acquire these shares for a price of NOK 115 per share, subject to (i) completion of the Offer and the Merger, (ii) approval by the European Commission of Mowi as buyer of the shares and of the agreed terms of sale, and (iii) certain other customary closing conditions.

Strong strategic and operational rationale for a completion of the Merger and the Offer

Despite an uncertain situation for SalMar, NTS and NRS caused by the new tax system proposed by Government, the strategic and operational rationale for proceeding with the transaction remains, with strong backing from both owners, employees and the local communities where we operate.

The combination will strengthen the activities in the regions where we operate. These are the core regions in an industry in which Norway is the world leader. The position has been won through creativity, effort and passion over decades, from employees, management and shareholders. SalMar, NTS, NRS and SalmoNor are great companies, and will continue this work together. We believe, in spite of a tax proposal creating uncertainty in this industry, that striving for continued sustainability, operational excellence, and efficient use of resources remains the best path to protect jobs and value creation in this rurally based production.

The parties have a long track-record in salmon farming, both in Central and Northern Norway. It is expected that a combination of the parties will realize significant synergies through a more efficient utilisation of the parties’ common resources. The combination will facilitate improved capacity utilisation of the combined MAB and site portfolio, as well as the implementation of operational excellence, which in total are expected to provide even better biological results and lower production costs. Further, the parties have strong expertise within sales and distribution, and the combination will provide improved security for delivery of our products to customers worldwide.

The parties have strong company cultures, and the anticipated production growth they expect going forward will strengthen the combined company’s position as an attractive employer requiring a competent workforce in the local communities.

By unconditionally clearing the transaction, both the Norwegian Competition Authority and the European Commission have confirmed that the transaction will not lead to any significant impediment of effective competition in the market for farming of Norwegian salmon.

SalMar has considered the need for a revision of the offer terms, given the major adverse setback for the industry experienced by the government’s tax proposals. This would have put the combination as such in jeopardy. While the industry will have to scale back and reduce planned investments going forward, the need to seek efficiency and economies of scale has become even greater. SalMar will pursue ambitious synergy targets and expects the transaction to increase shareholder value going forward. The entire industry will have to reassess its growth strategies and structures, and SalMar welcomes the increased resource base and operational leverage the transaction entails.

More details on will be given in the upcoming quarterly presentation from SalMar on the 10th of November 2022.

Completion of the Merger

Based on the clearance from the European Commission and the Settlement Notification with respect to the Offer described below, SalMar and NRS have resolved to proceed to complete the Merger in accordance with 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 SalmoNor AS from NTS, with settlement in cash and NRS shares.
It is expected that final registration of completion of the Merger in the Norwegian Register of Business Enterprises will 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 (the “Merger Record Date”). SalMar will issue at total of 17,851,550 new shares as consideration in the Merger.

Settlement Notification with respect to the Offer

Pursuant to Section 4.17 (Settlement) of the Offer Document, the Offeror hereby confirms that that the closing conditions of the Offer have been satisfied or waived. Accordingly, this announcement constitutes the Settlement Notification (as defined in the Offer Document) with respect to the Offer.

Settlement of the Offer is expected to take place on or about 11 November 2022 (and no later than 14 November 2022). See Section 4.11 (Conditions for completion of the Offer) and Section 4.17 (Settlement) of the Offer Document for further information.

In accordance with the terms of the Offer, on settlement the Offeror will pay a consideration consisting of NOK 26.86482 in cash and 0.143241 newly issued shares in SalMar for every share in NTS for which the Offer has been lawfully accepted. Upon completion of the Offer, SalMar will issue at total of 9,487,371 new shares as consideration in the Offer.

In addition, the Offeror will, pursuant to section 4.7 (Consideration) of the Offer Document, pay interest on the cash portion of the consideration at an interest rate of 3-month NIBOR + 1.35% per annum calculated from 15 June 2022 until settlement of the Offer. The interest will be paid together with settlement of the cash consideration in the Offer.

See Section 4.17 (Settlement) of the Offer Document for further details on the settlement of the Offer.

Following settlement of the Offer, the Offeror will hold approximately 52.69% of the shares and votes in NTS and intends to put forward a mandatory offer for all the remaining shares in NTS in accordance with chapter 6 of the Norwegian Securities Trading Act. The Offeror currently owns no shares in NTS.

Following completion of the Merger and settlement of the Offer, SalMar will have a registered share capital of NOK 36,284,730 divided into 145,138,920 shares each having a par value NOK 0.25.
Arctic Securities AS acts as financial advisor and receiving agent and Advokatfirmaet BAHR AS acts as legal advisor to SalMar.

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