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2022-02-14 15:51:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY
OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR PURCHASE ANY
OF THE SECURITIES DESCRIBED HEREIN.
SalMar ASA to launch a voluntary offer for all outstanding shares in NTS ASA
Frøya, 14 February 2022
o Voluntary offer to acquire all outstanding shares in NTS ASA for a combination
of NOK 24 in cash and 0.143241 shares in Salmar, equaling a total of NOK 120 per
share based on the closing price of the Salmar share on 11 February 2022.
o The Offer values the equity capital of the Company at approximately NOK 15.1
billion
o Shareholders representing a total of approximately 23.6% of the outstanding
shares have given pre-acceptances the Offer
o Shareholders representing approximately 26.5% of the outstanding shares have
issued a Support Statement related to the Offer
o The shareholders who have pre-accepted the Offer or given a Support Statement
together own a total of 50.1% of the outstanding shares
SalMar ASA ("SalMar" or the "Offeror") will launch a voluntary offer to purchase
all outstanding shares in NTS ASA ("NTS" or the "Company") at NOK 120 per share
(the "Offer Price") with consideration consisting of 20% cash and 80% in the
form of SalMar shares (the "Consideration Shares") (the "Offer"). 50% of the
Consideration Shares to be issued to the shareholders who have pre-accepted the
Offer will be subject to a 6-month lock-up period from the closing of the Offer,
but so that the lock-up period commences at the latest from 15 June 2022.
Rationale for the Offer
NTS, with its subsidiaries SalmoNor AS ("SalmoNor"), Norway Royal Salmon ASA
("NRS") and Frøy ASA ("Frøy"), and SalMar (the "Parties") have a long
track-record in salmon farming, both in Central and Northern Norway as well as
the Western fjords of Iceland. It is therefore expected that a combination of
the Parties (the "Combination") will realize significant synergies through a
more efficient utilization of the Parties' common resources.
o The Combination will facilitate improved capacity utilization 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
o The Parties have strong expertise within sales and distribution, and the
Combination will provide improved access to customers worldwide
o The Combination will in total strengthen the competence base and production
capacity, and be a catalyst for further sustainable growth in the local
communities where the Parties operate, both in northern parts of Central Norway,
Northern Norway and Western fjords of Iceland
About the Offer
The Offer to be launched by the Offeror values the issued shares in the Company
at approximately NOK 15.1 billion, and the Offer Price represents a premium of
29.0% compared to NTS' closing price on 14 January 2022 (last trading day before
the announcement that shareholders in NTS intended to make a voluntary offer) of
NOK 93.0 and a premium of 35.1% compared to the average volume-weighted share
price during the last 30 trading days up to and including 14 January 2022 of NOK
88.8. The number of Consideration Shares to be issued in connection with the
settlement of the Offer is calculated based on Salmar's closing price of NOK
670,20 per share on 11 February 2022, and amounts to 0.143241 Salmar shares per
NTS share. In addition, there is a cash amount of NOK 24 per share. In total,
this corresponds to a total value of NOK 120 per NTS share.
No interest or other compensation than the Offer Price will be paid to
shareholders who accept the Offer, but in the event completion of the Offer has
not occurred by 15 June 2022 an interest of 3 month NIBOR + 1.35% shall be added
to the cash portion of the Offer Price, calculated from 15 June 2022 until the
time of settlement of the Offer and be paid together with settlement of the
Offer Price (on the condition that the Offer is completed).
Should the Company resolve to (i) change NTS's share capital, the number of
shares issued, the nominal value of the shares, (ii) pay dividends or make other
distributions to the Company's shareholders with a "record date" before the
completion of the Offer, (iii) issue financial instruments that provide the
right to have new shares issued, or (iv) announce that NTS has made any similar
resolutions, the Offer Price and/or other terms and conditions for the Offer
shall be adjusted to compensate for the effects of such resolutions.
Should the Offeror resolve to (i) change the nominal value of the shares, (ii)
pay dividends or make other distributions to the Company's shareholders with a
"record date" before the completion of the Offer, or (iii) announce that the
Offeror has passed any similar resolutions, the Offer Price shall be adjusted to
compensate for the effect of such resolutions. In the event such adjustment is
made received acceptances will be deemed to be acceptances also for the revised
offer.
The Offeror will prepare an offer document (the "Offer Document") which will
contain complete terms and conditions for the Offer in accordance with Section 6
of the Norwegian Securities Trading Act. The Offer Document will be distributed
to the shareholders of NTS as soon as practicable after the required regulatory
approval from the Oslo Stock Exchange, which is expected to be obtained no later
than 31 March 2022. The Offer can only be accepted based on the Offer Document.
The offer period will be two weeks (the "Offer Period"), subject to an extension
of up to six weeks in compliance with current regulations. Settlement of the
Offer will be completed within two weeks after the Offer Period has lapsed and
all Closing Conditions (as defined below) have been met or waived..
The completion of the Offer will be subject to the following main terms and
conditions, which may be waived in whole or in part at the Offeror's own
discretion (the "Closing Conditions"):
(i) Minimum acceptance. The Offer shall at expiry of the Offer Period be
accepted by shareholders in the Company representing more than 50% of all issued
shares and voting rights in the Company on a Fully Diluted Basis (as defined
below), and such acceptances shall not be subject to third party consent or
pledge, pre-emptive rights or other third-party rights of any kind. For this
purpose, "Fully Diluted Basis" is defined as all issued Shares in the Company as
well as all shares that the Company should be required to issue if all rights to
subscribe for or otherwise require the Company to issue additional shares or
other instrument, which exists at or before the closing of the Offer, are
exercised.
(ii) No action by relevant authorities. No relevant authority with competent
jurisdiction shall have initiated any legal action (whether temporary,
provisional or permanent) that prevents the closing of the Offer or, as in
connection with the Offer, impose any conditions on the Offeror, the Company or
any of their respective affiliates.
(iii) Ordinary operation. (a) In the period up to the closing of the Offer, the
NTS group's activities shall in all material respects be conducted in accordance
with normal operations and applicable law, regulations and decisions from
relevant authorities