Marine Harvest ASA : Marine Harvest will offer NOK 105 per share in Cermaq

  Marine Harvest ASA : Marine Harvest will offer NOK 105 per share in Cermaq

  *Marine Harvest will make an offer of NOK 105 per share of Cermaq; 22 per
    cent above the Cermaq 30 April 2013 closing price
  *Creation of a global industry leader based upon a complete footprint along
    the Norwegian coast
  *Launch of the offer is conditional on Cermaq shareholders deciding not to
    carry out the Copeinca transaction
  *Offer to be settled with 50 per cent shares in Marine Harvest; 50 per cent
  *Requires acceptance from shareholders representing a minimum of 2/3 of the
    Cermaq share capital, including shares already held by Marine Harvest
  *Offer period to start shortly following the Marine Harvest 23 May annual
    general meeting
  *Marine Harvest has acquired 4.7 per cent of the shares of Cermaq

Marine Harvest ASA ("Marine Harvest") has acquired 4,341,000 shares in Cermaq
ASA ("Cermaq"), corresponding to 4.7 per cent of the share capital in Cermaq.
The Board of Directors of Marine Harvest has decided that Marine Harvest, if
the annual general meeting of Cermaq rejects the proposed equity issues that
are necessary to acquire Copeinca ASA ("Copeinca"), will make a voluntary
offer of NOK 105 per share for all outstanding shares of Cermaq. The offer
price will be adjusted to NOK 104 per share if the proposed dividend of NOK
1.00 per share is resolved at the Cermaq annual general meeting. 

The offer represents a premium of 22 per cent to the last traded price for
Cermaq, and a premium 33 per cent above the volume weighted average share
price (VWAP) over the last 12 months. The offer consideration will consist of
a combination of 50 per cent shares in Marine Harvest and 50 per cent cash, so
that shareholders of Cermaq in addition to a considerable and immediate profit
can participate in the realization of considerable synergies through ownership
in what will be the world's by far largest and most liquid seafood share.

A combination of Marine Harvest and Cermaq will create a global seafood leader
based upon a complete footprint along the Norwegian coast. A highly profiled
and visible international company based in Bergen, built on Norwegian
know-how, will yield positive effects also for other parts of the marine
industry cluster in Norway.

- "In our view, no other industrial combination than Cermaq and Marine Harvest
is better suited to lift both the companies and the Norwegian marine industry
into a position of global leadership. We will maintain all significant parts
of the companies in a strong, world class company; offering an integrated
value chain from feed to retail sales. We believe a company such as this
should be built not through increased exposure towards fisheries and the raw
materials markets, where fish meal is being phased out as the base of marine
feed. Instead, we wish to build an integrated protein company emphasizing
feed, farming and value-added processing; moving away from the traditional raw
materials role of Norwegian companies. Thus, we have made the offer
conditional on the annual general meeting of Cermaq declining to issue the
shares required to carry out the Copeinca transaction", says chairman
Ole-Eirik Lerøy of Marine Harvest. Marine Harvest will itself vote against the
Cermaq share issues with its shares.

The offer will treat all shareholders, including the government, equally. To
carry out the transaction, Cermaq must change its company bylaws, and Marine
Harvest will as a result propose that an extraordinary general meeting of
Cermaq is summoned in order to approve such a change.

The offer will be adjusted for the proposed NOK 0.10 dividend per share in
Marine Harvest and the proposed NOK 1.00 dividend per share in Cermaq. Hence,
Cermaq shareholders will receive the proposed NOK 1.00 dividend per share, a
cash consideration of NOK 52.00 and the value equivalent of NOK 52.00 in
Marine Harvest shares per Cermaq share. The value equivalent will not exceed
8.814 Marine Harvest shares per Cermaq share, but the number of Marine Harvest
shares may be adjusted downward if the volume-weighted average share price of
Marine Harvest shares in the three trading days preceeding 21 May 2013 exceeds
NOK 6.00 per share.

If the proposed dividend of Marine Harvest and/or Cermaq is not approved at
the annual general meetings of the companies, Cermaq shareholders will
maintain a total consideration of NOK 105 per share, but the offer structure
will be adjusted accordingly. The offer will be formalized through an offer
document that will be published as soon as practically possible following the
23 May 2013 annual general meeting of Marine Harvest. Foreign investors who
are prohibited by law from receiving a partial equity settlement will be
offered settlement in cash. The offer document will contain normal terms and
conditions in line with regular market practice.

Marine Harvest is offering the shareholders in Cermaq the option to choose
between two industrially different transactions with significantly different
value creation prospects. Marine Harvest's proposal was not available to the
Board of Directors and the two large shareholders in Cermaq when they
committed to support the Copeinca transaction. Marine Harvest has contacted
the Board of Directors of Cermaq with a proposal to solicit a voluntary offer
recommended by the Cermaq Board of Directors. Marine Harvest has, however,
been informed by Cermaq that the Board of Directors cannot evaluate or support
such a bid, due to agreements already entered into with shareholders in
Copeinca. Marine Harvest has therefore chosen to present the offer directly to
Cermaq shareholders without having entered into a preceding agreement with
Cermaq, in order to offer Cermaq shareholders the opportunity to choose
between the two alternatives.

- "The Norwegian Parliament is invited to authorize the government to support
the issue of new shares in Cermaq, in order to acquire production of fish meal
in Peru. We hope that the Norwegian Parliament will also authorize the
government to combine the company with Marine Harvest, according to our
proposal. Which transaction that is most desirable, will be decided by the
shareholders of Cermaq", says Marine Harvest chairman Ole-Eirik Lerøy.

If Marine Harvest receives sufficient acceptance for its voluntary offer, the
shares that Cermaq has already acquired in Copeinca will be sold. Marine
Harvest expects that a sale of the Copeinca shares can be made without any
loss, as there is a competing offer in the market. Marine Harvest reserves the
right to make the bid conditional on acceptance from shareholders representing
at least 2/3 of the share capital in Cermaq, including those shares already
held by Marine Harvest. The offer is strongly supported by the largest
shareholder in Marine Harvest. Marine Harvest is contemplating an issue of a
EUR 350 million convertible bond, which is described in detail in a separate
press release. 

Marine Harvest will forward its annual general meeting to 23 May 2013, in
order to seek authorization to issue consideration shares to Cermaq
shareholders. Launch of the offer is conditional on such authorization being
granted. Settlement will take place as soon as competition law allows
following the end of the offer period, and Marine Harvest is prepared to
acquire and settle the shares even though it may not be possible to vote for
these shares until regulatory approval has been granted from the applicable
competition authorities.

Marine Harvest assumes that each party covers its own costs associated with
the offer, but will if the offer is successful not pay any advisory fees
incurred by Cermaq and caused by actively trying to solicit competing bids to
the offer from Marine Harvest. Any such costs must be borne by the selling
shareholders, through a deduction in the cash consideration.

Since Cermaq has been obliged to abstain from offering any assistance to
Marine Harvest prior to the offer, Marine Harvest has not had the ability to
conduct any due diligence. Marine Harvest will thus ask for such due diligence
to be carried out in the offer period, once the Copeinca transaction has been
terminated. This will be limited to information on accounts receivable and
biological conditions in Chile, and any financial consequences of the Copeinca
offer. Marine Harvest has no reason to expect that any material new
information will be uncovered and presumes that the due diligence condition
may be lifted before the end of the offer period.

Marine Harvest has not considered in detail the potential synergies from a
combination of the two companies, but expects the synergy potential to be
significant. Marine Harvest intends to continue all business areas in both
companies. The companies or operations that cannot be continued under joint
ownership, due to competition law or licensing issues, will be sold rather
than being discontinued. Marine Harvest believes that the combined company
over time will have more employees than Marine Harvest and Cermaq will have on
a stand-alone basis, and that its market position and robust business base
will create improved job security for its employees. Nevertheless,
streamlining of operations will be evaluated on all levels.

- "Marine Harvest has recently acquired significant foreign operations in
Poland and Cermaq in Chile. In a challenging world economy, the underlying
value drivers that increase demand for our products have continued to develop
well, and the challenges with regards to fish health, cost control, financial
contingencies and the need for vast research and development efforts have
strengthened the need to build large and financially robust companies. This
will protect and develop Norway's unique position in this industry", says
chairman Ole-Eirik Lerøy of Marine Harvest.

Marine Harvest will solicit the offer without any financial conditions other
than the maintenance of Cermaq' current financing programs at current levels
and conditions until approval of the transaction has been granted by
applicable competition authorities and Marine Harvest is given voting rights
for its shares in Cermaq. The acquiring entity will be Marine Harvest ASA.
Following settlement of the voluntary offer, a compulsory offer according to
regulations will be made as soon as practically possible. Completion of the
voluntary and mandatory offer (if applicable) is expected before the end of
July, but competition law may lead to adjustments in the time schedule.

Legal advisor to Marine Harvest is Wiersholm. Financial advisors are Arctic
Securities ASA and Nordea Markets.

Mr. Ole-Eirik Lerøy, Chairman: +47 995 35 566 (cell)
Mr. Alf-Helge Aarskog, CEO: +47 905 97 529 (cell)
Mr. Ivan Vindheim, CFO: +47 958 71 310 (cell)
Mr. Cato Bruarøy: +47 9821 8312 (cell)


This information is not intended for distribution to, or use by, any person or
entity in any jurisdiction or country where such distribution or use would be
contrary to local law or regulation. This information has been prepared by
Marine Harvest ASA. No representation or warranty (express or implied) of any
nature is given, nor is any responsibility or liability of any kind accepted,
with respect to the truthfulness, completeness or accuracy of any information,
projection, statement or omission in this information. This information does
not constitute, nor does it form part of, any offer or invitation to buy,
sell, exchange or otherwise dispose of, or issue, or any solicitation of any
offer to sell or issue, exchange or otherwise dispose of, buy or subscribe
for, any securities. This information does not constitute investment, legal,
tax, accountancy or other advice or a recommendation with respect to such
securities, nor does it constitute the solicitation of any vote or approval in
any jurisdiction. There shall not be any offer or sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the applicable securities laws of any
such jurisdiction (or under exemption from such requirements).

This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.

Creation of the world s leading aquaculture company


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Source: Marine Harvest ASA via Thomson Reuters ONE
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