Morpol ASA : MORPOL ASA: STATEMENT OF THE BOARD OF DIRECTORS REGARDING MANDATORY OFFER

    Morpol ASA : MORPOL ASA: STATEMENT OF THE BOARD OF DIRECTORS REGARDING
                               MANDATORY OFFER

Press Release
STATEMENT OF THE BOARD OF DIRECTORS REGARDING MANDATORY OFFER

Oslo, 18^th February 2013: Morpol ASA (OSE: MORPOL)

BACKGROUND

On 17 December 2012, Marine Harvest ASA (the "Offeror") publicly announced the
entry into of  an agreement regarding  acquisition of 48.5%  of the shares  in 
Morpol ASA (the "Company") from Friendmall Ltd. and Bazmonta Holding Ltd. at a
purchase price of  NOK 11.50  per share (the  "Acquisition"). Both  Friendmall 
Ltd. and Bazmonta  Holding Ltd.  are controlled  by the  Company's CEO,  Jerzy 
Malek.

As a consequence of  the Acquisition, the Offeror  has made a mandatory  offer 
for the remaining shares in the Company  with an offer price of NOK 11.50  per 
share (the "Offer Price")  and an offer period  from and including 15  January 
2013 to and including 26 February 2013 at 16:30 (CET) (the "Offer").  Detailed 
information about  the Offer  is set  forth  in the  offer document  from  the 
Offeror dated 14 January 2013 (the "Offer Document"), which has been  approved 
by Oslo Børs pursuant to section 6-14 of the Norwegian Securities Trading  Act 
of 29 June 2007 (the "Securities Trading Act").

The board  of  directors  of  the  Company  has  prepared  this  statement  in 
connection with the Offer pursuant to  and in accordance with section 6-16  of 
the Securities Trading Act.

Board member Slawomir Stochnialek has, inter  alia due to his position as  CEO 
of  Epigon  S.A.,  declared  himself  disqualified  and  has  abstained   from 
participating  in  board  proceedings  related  to  the  preparation  of  this 
statement.

The board of directors has engaged DNB  Markets, a part of DNB Bank ASA  ("DNB 
Markets") to  consider  the Offer  and  the Offer  Price  for the  purpose  of 
providing a fairness opinion.

THE BOARD OF DIRECTORS' ASSESSMENT OF THE OFFER

         1.Impact on the Company and its employees

Pursuant to the Offer Document, the Offeror plans to build on the strengths of
the Company through an integration process with the Offeror. The processing
activities of the Company will be a key part of the Offeror's Sales and
Marketing operations, while the farming units of the Company will be included
in the Offeror's Farming operations.

Furthermore, the Offeror has according to the Offer Document agreed to procure
that certain transactions are entered into between the Company and companies
controlled by Jerzy Malek (the CEO of the Company) and his close associates.
These transactions comprise:

  *divestment of the  Company's shares  in Marine Farms  Belize Ltd.,  Marine 
    Farms Holdings Pte. Ltd., and Marine Farms Vietnam Ltd. that is related to
    farming  of  other  species  than  Atlantic  salmon  (cobia  etc.)  for  a 
    consideration of USD 10.0 million;

  *purchase of certain  business of Euro-Industry  Sp. z.o.o which  currently 
    provides services to the  value added processing  business of the  Company 
    for a consideration of EUR 10 million;

  *purchase of 78.3% of  the shares in the  Polish sales company Epigon  S.A. 
    based on an enterprise value  of EUR 4.2 million  for 100% of the  shares; 
    and

  *purchase of  100%  of the  shares  in  the Polish  processing  company  MK 
    Delikatesy based on an enterprise value of EUR 2.5 million.

All transactions will according to the Offer Document be completed as soon as
reasonably possible and no later than two months after the Offeror's
acquisition of shares in the Company has been cleared by the European
Commission and the competition authorities in Ukraine.

For the avoidance of doubt, the board of directors of the Company notes that
the Company has not entered into any agreement to carry out any of the
transactions described in the Offer Document.

Pursuant to the Offer Document, the Offeror does not plan to close any of the
Company's sites, but any changes to the Company's organization with legal,
financial or employment related consequences for the employees cannot be
completely excluded. The new organizational structure will be adapted to
leverage the strengths of both companies going forward.

As publicly  disclosed on  31 January  2013, Jerzy  Malek will  resign as  the 
Company's CEO with effect  from 28 February 2013,  and the board of  directors 
has appointed John-Paul McGinley, former COO of the Company, as the  Company's 
new CEO with effect from 1 March 2013.

Based on its knowledge of the Offeror, the board of directors expects that the
Offeror will be able to contribute to the continuation and further development
of the Company and its business.  Furthermore, the board of directors  expects 
that the Company  would take advantage  of synergy  effects as a  result of  a 
potential integration with the Offeror.

Based on  the information  in the  Offer Document  (including the  information 
referred to above) it is not  expected significant changes to the Company  and 
its operations and strategy. However, the  board of directors has no basis  to 
further assess the scope,  nature or significance of  the effects of any  such 
changes on the Company's interests.

The board of directors  assumes that an integration  process will have  little 
impact on the workforce of the Company. Based on the information in the  Offer 
Document,  the  board  of  directors  has  no  further  basis  to  assess  the 
consequences the Offer  on the  Company's employees  or the  locations of  the 
Company's business.  The board  of  directors has  not received  any  separate 
statement from  the  Company's  employees  on the  effects  of  the  Offer  on 
employment.

         2.Evaluation of the Offer Price

The Offer Price is NOK 11.50 per share in the Company, which will be settled
in cash. The Offer Price represents a premium of 39% compared to the closing
price of the Company's shares on Oslo Børs on 14 December 2012, the last
trading day prior to the public announcement of the Acquisition. The Offer
Price represents a premium of 38%, 37% and 32% to the Company's volume
weighted average share price for the periods of three, six and twelve months,
respectively, ending on 14 December 2012.

The Offer  Price corresponds  to a  market capitalization  of the  Company  of 
approximately NOK 1.93 billion based on the number of shares outstanding.

The board of  directors has been  informed that Friendmall  Ltd. and  Bazmonta 
Ltd, both controlled by the Company's CEO, Jerzy Malek, carried out  strategic 
sales process  of  their  shares in  the  autumn  of 2012,  in  which  several 
potential buyers were contacted and involved. The board of directors therefore
assumes that the Acquisition and the Offer is a result of a thorough and broad
sales process.

The Company has received a fairness opinion from DNB Markets, dated 7 February
2013, regarding  the Offer  and the  Offer Price,  which is  attached  hereto. 
According to such fairness opinion,  it is the opinion  of DNB Markets, as  of 
the said date and under the assumptions made therein, that "the Offer Price is
fair from a financial perspective".

Based inter alia on the above, the  board of directors is of the opinion  that 
the Offer Price reflects a fair value to the shareholders.

In its  evaluation  of  the Offer,  the  board  of directors  has  taken  into 
consideration the fact that if the Offeror achieves an acceptance level  above 
90%, it  must be  expected that  a compulsory  acquisition of  shares will  be 
carried out. It is expected that the Offeror will offer NOK 11.50 per share in
connection with such compulsory  acquisition. Shareholders that are  comprised 
by  such  compulsory  acquisition  have  a  statutory  right  to  call  for  a 
stipulation of the redemption  price by judicial  assessment. However, if  the 
compulsory acquisition is carried  out within three  months after the  closing 
date of  the offer,  the  Norwegian Securities  Trading  Act states  that  the 
redemption price shall be equal to the offer price, unless particular  reasons 
prescribe another price.

The board of directors has  also included in its  evaluation that even if  the 
Offeror should not  achieve an acceptance  level above 90%,  the Offeror  will 
have a substantial ownership  in the Company and  the liquidity of the  shares 
could be  limited. This  could have  a  negative effect  on the  share  price. 
Furthermore, the  Offeror may  propose that  the Company  should apply  for  a 
delisting of its shares from Oslo Børs. Such an application requires  approval 
from 2/3 of the votes of the  general meeting. Whether such an application  is 
approved depends on an assessment by  Oslo Børs. Any delisting is expected  to 
reduce the liquidity of the shares further. As announced by the Offeror on  11 
February 2013, the Offeror currently owns in excess of 50% of the  outstanding 
shares of the  Company. Consequently,  the Offeror has  inter alia  sufficient 
ownership to appoint members to the board of directors of the Company, and may
(on certain  conditions)  acquire additional  shares  in the  Company  without 
triggering any new mandatory offer obligations.

         3.The views  of board  members and  the CEO  in their  capacity  as 
             shareholders 

The chairman of the board, Bjørn Myrseth, holds 100,000 shares in the  Company 
and intends to accept  the Offer. No  other member of  the Company's board  of 
directors hold shares in the Company.

Following completion of the Acquisition, the Company's CEO, Jerzy Malek,  does 
not, to the knowledge of the  board of directors, directly or indirectly  hold 
any shares or rights to shares in the Company.

                                 3 CONCLUSION

Based on an  overall assessment of  the factors  set out above,  the board  of 
directors has unanimously resolved to recommend the Offer to its shareholders.

                              17th February 2013

                     The board of directors of Morpol ASA

This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
Statement of The Board
Fairness Opinion

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Source: Morpol ASA via Thomson Reuters ONE
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