Marine Harvest ASA : MARINE HARVEST: OFFERS NOK 107 PER SHARE FOR CERMAQ
Over the last few days, Marine Harvest ASA ("Marine Harvest") has been in
negotiations with an aim to reach agreement for an amicably agreed offer for
Cermaq ASA ("Cermaq").
Marine Harvest was prepared to increase the value of our original voluntary
offer with more than NOK 8 per share. According to wishes expressed by several
of the larger shareholders we were also willing to increase the part of the
offer to be settled in shares. It was, however, not possible to receive
support for such an offer from the Board of Directors of Cermaq.
Marine Harvest therefore sees no reason to continue these negotiations, but
will nevertheless and in line with earlier notices make a voluntary offer for
all outstanding shares in Cermaq, to be settled in a combination of shares and
cash. Marine Harvest will offer 8.6 shares in Marine Harvest and a cash
consideration of NOK 53.25 per share in Cermaq for all outstanding shares in
the company. Based on the closing price of the Marine Harvest share as of 30
May 2013, the offer represents the value equivalent of NOK 107 per share in
Adjusted for the approved dividend payment in Cermaq, the offer represents a
premium of 26 per cent to the last quoted share price prior to Marine
Harvest's announcement of its intention to put forward an offer for the
company. Marine Harvest thus believes the offer to represent an attractive
alternative to Cermaq shareholders.
Completion of the offer is conditional on Marine Harvest receiving acceptances
that together with shares already held by Marine Harvest will give Marine
Harvest ownership of at least 50 per cent of the shares in Cermaq on a fully
diluted basis. The Board of Directors of Marine Harvest may choose to reduce
this acceptance level to 33.4 per cent during the offer period.
If Marine Harvest should not reach a sufficient acceptance level for its
offer, Marine Harvest will release those funds now tied up in Cermaq shares.
Together with capital raised prior to the offer, these funds may be made
available to finance the company's expansion in feed; to enhance capacity in
farming including potential acquisitions of financially distressed companies
in Chile; and to increase the company's short- and long term dividend
capacity. The Board of Marine Harvest sees this as an attractive alternative
to pursuing the Cermaq transaction if it does not receive sufficient support
for its offer for Cermaq.
The offer will also include other terms and conditions in line with market
practice and what has previously been announced. Marine Harvest expects to
publish an offer document on 5 June 2013. The offer period is expected to
commence on 5 June 2013 and expire on 19 June 2013. Settlement of the offer
will be made following expiry of statutory waiting periods under applicable
antitrust laws in the US and Canada and is expected to take place in July.
Approval from the EU Commission will be required if Marine Harvest gains
control of Cermaq. Marine Harvest is willing to settle the offer before
approval from the EU Commission, although such approval is required before
Marine Harvest can exercise voting rights for the shares held in Cermaq.
Ole-Eirik Lerøy, Chairman: +47 995 35 566 (cell)
Alf-Helge Aarskog, CEO: +47 905 97 529 (cell)
Ivan Vindheim, CFO: +47 958 71 310 (cell)
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. 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
section5-12 of the Norwegian Securities Trading Act.
This announcement is distributed by Thomson Reuters on behalf of Thomson
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: Marine Harvest ASA via Thomson Reuters ONE
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