SALMAR MAKE OFFER TO ACQUIRE NORWAY ROYAL SALMON
SalMar ASA intends to launch a voluntary cash offer to acquire all outstanding shares in Norway Royal Salmon ASA (NRS) for NOK 270 per share.
The Offer Price represents a 12.5% premium to the previous 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 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.Norway Royal Salmon and SalMar have several overlapping industrial interests, both in Northern Norway, the West Fjords of Iceland, and offshore. A combination of the Parties 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