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Cermaq ASA : Cermaq ASA : Cermaq continues process to complete Copeinca transaction and deems Marine Harvests conditional,

   Cermaq ASA : Cermaq ASA : Cermaq continues process to complete Copeinca
   transaction and deems Marine Harvests conditional, unsolicited offer as

Cermaq comments on Marine Harvest's conditional, unsolicited takeover offer

Cermaq refers to the  announcement by Marine  Harvest ASA 30  April 2013 of  a 
potential conditional, unsolicited takeover offer  for all of the  outstanding 
shares of Cermaq ASA. According to the announcement, if the potential offer is
launched, the consideration per  Cermaq share will consist  of NOK 53 in  cash 
and NOK 52  in Marine  Harvest shares,  representing a  total of  NOK 105  per 
Cermaq share.  The  potential offer  will  be  reduced to  NOK  104  following 
distribution of the proposed  dividend in Cermaq to  be approved 21 May  2013. 
The share price of Cermaq on 30 April 2013 closed at NOK 86.

Launch and  completion  of the  potential  offer is  subject  to a  number  of 
conditions, including the Cermaq  shareholders deciding not  to carry out  the 
Copeinca transaction announced by Cermaq on 5 April 2013.

For a full description  of the potential offer  and the terms thereof,  Cermaq 
refers to the press release from Marine Harvest issued on 30 April 2013.

The strategic rationale for the transaction proposed by Marine Harvest

Cermaq has noted the strategic rationale  presented by Marine Harvest for  the 
potential proposed transaction. As communicated on previous occasions,  Cermaq 
is supportive of  further consolidation  in farming  in selected  geographical 
markets and has  already demonstrated  its commitment to  participate in  such 
transactions. Cermaq has  further built  global leadership  positions both  in 
feed and farming, and  now recently in marine  ingredients with the  announced 
acquisition of Copeinca.  Cermaq agrees  that a further  restructuring of  the 
aquaculture industry  would  create  value, and  would  hence  generally  look 
constructively on initiatives seeking to deliver these benefits.

The Copeinca transaction

As  mentioned  above,  the  launch  of  Marine  Harvests  potential  offer  is 
conditional upon  the  Cermaq  shareholders  deciding not  to  carry  out  the 
Copeinca transaction.  Cermaq fundamentally  disagrees with  Marine  Harvest's 
views as to the merits of this transaction and reiterates that it continues to
believe firmly in the strategic rationale for and attractiveness to Cermaq  of 
the Copeinca acquisition. Extensive  contact with a  number of feed  customers 
and business partners provide additional support to our strategic conclusions.
Cermaq is  very  confident  in  the deliverability  of  the  announced  annual 
synergies from the transaction  which currently are  estimated to NOK  250-270 
mill. A  significant  part of  the  synergies are  originating  from  Cermaq's 
leading position  in  feed.  Based on  its  comprehensive  experience  through 
decades, Cermaq has a profound knowledge and insight of the challenges related
to  aspects  such  as  sourcing,  formulation,  research,  substitution,   and 
logistics. Whereas fish meal is more available  and to a larger extent can  be 
substituted  in  fish  feed  than  fish  oil,  a  certain  content  of  marine 
ingredients, including fish meal, is a prerequisite for high performance  fish 
feed to salmonid species. Even more critical is that Cermaq considers  omega-3 
from fish oil to represent a real limitation for further growth in the  salmon 
industry. Cermaq will  through the  acquisition secure  more than  50% of  its 
current omega-3  requirements.  The  Copeinca  transaction  would  thus  offer 
additional benefits to any consolidating transaction in feed and/or farming.

Further, pursuant  to the  agreements entered  into with  Copeinca, Cermaq  is 
under an obligation to complete the  agreed process for the transaction.  This 
is preventing the company from  entering into discussions with Marine  Harvest 
which are  based on  the  presumption that  the  Copeinca transaction  is  not 

For all of the above reasons, the process to complete the Copeinca transaction
will continue as planned.

Considering the situation  and Marine Harvests  expressed intention of  voting 
against the  Copeinca transaction,  Cermaq  will review  all of  its  options, 
including alternative  financing,  to  secure completion  of  the  transaction 
should this be required to protect the interests of all of its shareholders.

The Board's evaluation of the potential conditional offer

As referred to in the Marine Harvest announcement, Marine Harvest has  earlier 
contacted Cermaq with a proposal to  solicit a voluntary offer recommended  by 
the Cermaq Board of Directors. For the reasons outlined above, Cermaq was  not 
in a position to  engage in discussions  of the potential  proposal as it  was 
presented by Marine Harvest. While the financial terms of the potential  offer 
were not  disclosed at  the time,  the approach  has allowed  Cermaq to  fully 
update its view as to the value of the company.

The Cermaq Board of Directors has  now reviewed the terms of Marine  Harvest's 
potential conditional  offer as  set out  in the  recent public  announcement. 
After careful consideration with the assistance of its advisors, the Board has
concluded unanimously  that the  Marine  Harvest potential  conditional  offer 
significantly undervalues  Cermaq  and does  not  reflect the  synergies  that 
Marine Harvest underlines in its press  release. In its evaluation, the  Board 
has also taken into account  that the consideration is  partly in the form  of 
shares in Marine Harvest.

The Board has noted that Marine Harvest sees the announcement of the  Copeinca 
transaction as a reason for the recent relative underperformance of the Cermaq
share. Assuming that this is  correct, Cermaq excluding Copeinca,which is  the 
entity that Marine Harvest  potentially is bidding  for, would currently  have 
been trading above the NOK 91 level which is where it was trading at 4  April, 
the   day   immediately   preceding   the   announcement   of   the   Copeinca 
transaction.This would imply  a substantial  reduction in  the true  premium 
paid by Marine Harvest to achieve full control of Cermaq.

The Board also points to the fact that the Cermaq share price traded above NOK
100 as recent as in March 2013.

In view of all of the above,  the Cermaq Board strongly urges shareholders  to 
support the completion  of the  Copeinca transaction  as planned.  Recognising 
that this, based on the conditions presented, may prevent the launch by Marine
Harvest of its potential  offer, the Board and  management of Cermaq is  fully 
committed to take such actions  as would be required  to deliver value to  its 
shareholders which  are consistent  with  the Board's  evaluation as  set  out 

Comments to certain other elements of the conditional offer

The Cermaq shareholders should  carefully review the  press release and  other 
relevant materials  from  Marine  Harvest  for  a  full  presentation  of  the 
conditional offer. Cermaq would, however, like to highlight the following:

  oThe potential offer is subject to a number of conditions, none of which
    will have been lifted before 21 May 2013, the date for the Cermaq general
  oThe potential conditional offer has a cap on the number of Marine Harvest
    shares to be issued as consideration per Cermaq share. Any material share
    price increase in Marine Harvest before 21 May 2013, the date of the
    Cermaq general assembly, will not benefit Cermaq shareholders under the

For the  avoidance  of doubt,  the  potential conditional  offer  from  Marine 
Harvest is not an item on the agenda for Cermaq's Annual General Meeting on 21
May 2013. We refer to the notice of the Annual General Meeting distributed  on 
30 April 2013.


ABG Sundal Collier is acting as financial advisor and the law firm Schjødt  is 
acting as legal counsel to Cermaq.

Contact details

Jon Hindar, CEO, phone: + 47 23 68 50 10, mobile: +47 977 48 829

Tore Valderhaug, CFO, phone: + 47 23 68 50 38, mobile: +47 995 60 925

Dag Sletmo, IR manager: phone + 47 23 6850 26, mobile:+47 95 28 61 34

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


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
information contained therein.

Source: Cermaq ASA via Thomson Reuters ONE