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AKVA group ASA : AKVA group ASA: OPINION OF THE BOARD OF DIRECTORS OF AKVA GROUP ASA



  AKVA group ASA : AKVA group ASA: OPINION OF THE BOARD OF DIRECTORS OF AKVA
                                  GROUP ASA

OPINION OF THE BOARD OF DIRECTORS OF AKVA GROUP ASA PURSUANT TO SECTION 6-16
OF THE NORWEGIAN SECURITIES TRADING ACT IN CONNECTION WITH THE MANDATORY OFFER
PUT FORWARD BY EGERSUND GROUP AS

1       BACKGROUND

This statement is  issued on behalf  of AKVA group  ASA ("AKVA" or  "Company") 
pursuant to  section  6-16  of  the  Norwegian  Securities  Trading  Act  (the 
"Securities Trading Act") in connection with the mandatory offer (the "Offer")
put forward by Egersund Group AS ("Egersund Group" or "Offeror") in accordance
with the  offer  document  dated  20  December  2012  (the  "Offer  Document") 
regarding the acquisition of  all outstanding shares in  AKVA, other than  the 
shares owned by Egersund Group AS.

On 3 December 2012, the Company was informed that Egersund Group had disclosed
a shareholding in excess 50.0% of the shares in the Company, thereby exceeding
the mandatory offer  threshold pursuant  to the  Norwegian Securities  Trading 
Act. Per 2 January 2013, Egersund Group AS and related parties control 50.49 %
of the issued shares of AKVA.

The indirect 50% shareholders of Egersund Group Frode Teigen and Hans Kristian
Mong are member of the board of directors of the Company. Pursuant to  section 
6-16, fourth paragraph,  of the  Norwegian Securities Trading  Act, Oslo  Børs 
shall decide who  shall provide the  statement to  be given on  behalf of  the 
Company when a mandatory offer is made by a board member or any of its closely
related parties. No other board member has a conflict of interest in  relation 
to the Offer, and Oslo Børs has approved that the board members of the Company
other than Frode Teigen  and Hans Kristian Mong  provide this statement  (such 
board members  are  for the  purpose  of this  statement  referred to  as  the 
"Board").  Frode Teigen and  Hans Kristian Mong have  not participated in  the 
Board's discussions regarding the preparation of this statement.

2       THE BOARD'S OPINION

2.1   Process and fairness opinion

The Board has reviewed the Offer Document and discusses below factors  assumed 
to be of importance for determining whether the Offer should be accepted.  The 
offer price (the  "Offer Price") is  NOK 11.25 per  share, corresponding to  a 
value of  the  Company's  equity  of  NOK 290,635,909  based  on  25  834  303 
outstanding shares.  The Offer  Price represents  a discount  of 3.3%  on  the 
volume weighted average share price in the last three months before the Offer,
and a premium  of 2.3 %  on the share  price the last  trading day before  the 
Offer was announced.

The Board  has engaged  Skandinaviska Enskilda  Banken AB  (publ) Oslo  Branch 
("SEB Enskilda") as its financial adviser in connection with the Offer.

SEB Enskilda  has conducted  a  study to  determine  whether the  Offer  Price 
reflects the  share's reasonable  market value,  and has  provided a  fairness 
opinion to the Board. SEB Enskilda has in addition to public information  been 
given full access to the group's management as well as to updated  information 
on strategies and budgets. Based on an overall assessment, SEB Enskilda is  of 
the opinion that  the Offer  Price does  not reflect  a fair  offer to  AKVA's 
shareholders.

However, since the shareholder  structure in the Company  to a certain  extent 
limits the liquidity  of the  Company's shares,  the Offer  in SEB  Enskilda's 
opinion  represents  an  opportunity   for  shareholders  to  monetize   their 
investment.

The Board has  not initiated a  process to encourage  other industrial  and/or 
financial potentially interested investors as the Board does not believe  that 
a bid for the Company at this stage will materially increase shareholder value
and  also,  due  to  the  current  shareholder  structure,  has  no  realistic 
expectation that alternative bidders will emerge.

According to  the  Offer  Document  that  the  Offeror  has  no  intention  of 
de-listing AKVA for the time  being. However, it is  also stated in the  Offer 
Document that if the  Offeror no longer  finds it appropriate  for AKVA to  be 
listed on Oslo Børs, the Offeror can propose to the general meeting of AKVA to
have AKVA delisted. Such a proposal would require a 2/3 majority of the  votes 
cast and the share capital represented at a general meeting of AKVA before  an 
application to be delisted can be filed. The granting of any such  application 
would depend on an assessment to be made  by Oslo Børs. Oslo Børs may also  on 
its own initiative resolve  to de-list the Shares  from Oslo Børs, should  the 
conditions for listing no longer be fulfilled. If AKVA were to be delisted, it
must be  expected  that  this would  result  in  a further  reduction  in  the 
liquidity of the shares.

2.2   Effects of the Offer in relation to the Company and the employees

Frode Teigen and Hans Kristian Mong together control 100% of the shares in the
Offeror and  are both  currently members  of  the board  of directors  of  the 
Company. The  Board  has no  reasons  to believe  that  the Offeror  will  not 
continue to support the Company's current strategy and plans.

The Board has  noted Egersund  Group's statement  in the  Offer Document  that 
Completion  of  the  Mandatory  Offer  will  not  have  any  legal,  economic, 
commercial or work-related consequences for the employees in AKVA, and has not
found any reason to conclude differently. 

2.3   The Board's assessment of the Offer

AKVA has in line with the plans previously communicated to shareholders by the
Board undergone significant  changes and positive  developments over the  last 
two years. As of today, AKVA is well positioned with a strong presence in  all 
main markets for aquaculture technology.  The group is focused on  operational 
and financial  performance  and  is  developing  towards  a  more  sustainable 
business model with a larger portion  of income and earnings from service  and 
aftermarket activities.  

The Board firmly believes that AKVA  has a potential for positive  development 
and growth in the time to come, supported by positive market outlooks in  most 
main markets from 2013 onwards.

The offer price  of NOK 11.25  per share is  close to the  all-time low  share 
price, and represents no control premium  to the current trading price of  the 
shares as is customary in public offers in Norway.

2.4   The Board Members' and CEO's point of view by virtue of being
shareholders

The Board member Aino Olaisen owns no  shares in the Company. The Chairman  of 
the Board, Amund Skarholt, owns 40,000 shares, Board member Tore Obrestad owns
2,368 shares,  Board member  Kjell-Arne Corneliussen  owns 200  shares,  Board 
member Eivind Brendryen owns 200 shares and Board member Anne Breiby,  through 
her 100% owned company Kjerby AS, owns 13,000 shares in the Company. CEO Trond
Williksen owns 40,000 shares in the Company. None of the Board members or  the 
CEO will accept the Offer.

3       STATEMENTS FROM THE EMPLOYEES

The Offer has been made known to  AKVAs employees. The Board has not  received 
any statement from employees in connection with the Offer.

4       CONCLUSION

Based on the above and on a general assessment of the available  alternatives, 
the Board unanimously recommends  AKVA group ASAs  shareholders not to  accept 
the Offer from Egersund Group AS.

However, shareholders who decide to keep their shares should have a long  term 
perspective on their investment due to the expected effect of the  shareholder 
structure on  the  liquidity in  the  share. For  the  same reason  the  Offer 
represents an opportunity for shareholders to monetize their investment at  or 
around current  trading  prices for  the  AKVA share.  The  Board  furthermore 
emphasises that there  can be  no certainty  that shareholders  can realise  a 
value for their shares  in excess of  the Offer Price as  this will depend  on 
future developments in market conditions  and the Company's' performance,  and 
shareholders should make their own assessment of the Offer.

Bryne, 4 January 2013

    Amund Skarholt (sign.)       Aino Olaisen (sign.)     Anne Breiby (sign.)
           Chairman                     Member                  Member
   Kjell Arne Corneliussen     Eivind Brendryen (sign.)  Tore Obrestad (sign.)
           (sign.)             Employees' representative      Employees'
  Employees' representative                                 representative

This information is subject of the disclosure requirements acc. to §5-12 vphl
(Norwegian Securities Trading Act)

AKVA group ASA Opinion of the Board of Directors

------------------------------------------------------------------------------

This announcement is distributed by Thomson Reuters on behalf of Thomson
Reuters clients.

The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
the
information contained therein.

Source: AKVA group ASA via Thomson Reuters ONE
HUG#1668171
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