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 Cermaq. 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. Contacts: 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 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: Marine Harvest ASA via Thomson Reuters ONE HUG#1706155
Marine Harvest ASA : MARINE HARVEST: OFFERS NOK 107 PER SHARE FOR CERMAQ
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