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 ------------------------------------------------------------------------------ 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: Morpol ASA via Thomson Reuters ONE HUG#1678865
Morpol ASA : MORPOL ASA: STATEMENT OF THE BOARD OF DIRECTORS REGARDING MANDATORY OFFER
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