Cermaq ASA : Cermaq ASA : Cermaq recommends against the voluntary offer from Marine Harvest

 Cermaq ASA : Cermaq ASA : Cermaq recommends against the voluntary offer from
                                Marine Harvest

Urges shareholders to await potential alternative solutions

The Board  of  Directors  of  Cermaq has  in  accordance  with  the  Norwegian 
Securities Trading  Act  § 6-16  considered  the offer  document  from  Marine 
Harvest. The  Board  has unanimously  decided  upon a  recommendation  to  the 
company's shareholders not  to accept the  offer, which today  has a value  of 
approximately NOK 105 per share.  The Board maintains its previous  statements 
that neither the underlying value of Cermaq nor the synergies that could  have 
been realized through a combination are reflected in this offer. It is further
considered most unfortunate that the acceptance  level again is set at  33.4%. 
The Board and management of Cermaq have made good progress in relation to  the 
alternative processes that are ongoing to demonstrate the value of the company
and expect to  present this before  the shareholders need  to decide upon  the 
current offer from Marine Harvest.

This statement is provided by the Board of Directors of Cermaq ASA  («Cermaq») 
in accordance with  the Norwegian Securities  Trading Act of  2007 § 6-16,  in 
connection with the voluntary offer from Marine Harvest ASA («Marine Harvest»)
to acquire all outstanding shares in Cermaq as described in the offer document
dated 5 June 2013.

Please refer to  the offer  document published by  Marine Harvest  for a  full 
description of the offer.

Cermaq considers alternative strategic solutions

Cermaq supports a continued consolidation of the farming industry in  selected 
geographical areas  and considers  that a  combination of  Marine Harvest  and 
Cermaq could  be value  creating for  the company's  shareholders provided  an 
optimal integration and a fair valuation of the company's shares. The  current 
offer does not meet those requirements.

The Board of Directors in Cermaq has previously communicated its commitment to
consider other value creating transactions  as alternatives to the offer  from 
Marine Harvest to demonstrate the values of the company. Cermaq has made  good 
progress in alternative processes and  has an extensive dialogue with  parties 
interested in  different parts  of the  company's assets,  such dialogue  also 
including a full sale of EWOS. The  Board's clear objective is to present  the 
result of these discussions  prior to the date  shareholders must decide  upon 
the current offer from Marine Harvest.

The Board of Cermaq therefore  strongly encourages the company's  shareholders 
to refrain from a final evaluation of the offer from Marine Harvest until such
clarification of alternative transactions is presented. The company's  efforts 
in  providing  alternative  solutions  may   be  compromised  to  the   extent 
shareholders decide to provide pre acceptances to Marine Harvest.

The offer does not reflect the underlying values in the company or the synergy
potential in the transaction

The offer  from Marine  Harvest represents  8.6 shares  in Marine  Harvest  in 
addition to NOK 53.25 per share in Cermaq in cash. At the time of the  launch, 
the value of the offer  was estimated to NOK 107  per share. The value of  the 
offer has since  been reduced and  is today approximately  NOK 105 per  share, 
being broadly  the same  level  as the  potential  offer that  Marine  Harvest 
presented in its press release 30. April 2013.

The Board considers this offer to be significantly below the underlying  value 
of Cermaq's operations and market positions. In its evaluation, the Board  has 
amongst others  considered the  pricing of  companies that  are comparable  to 
Cermaq's various operations  as well  as acquisitions  and other  transactions 
within the aquaculture industry.

The Board  believes that  a  combination of  the  two companies  could  create 
significant synergies. The potential value creation will, however, as per  the 
current offer from Marine Harvest, not in a sufficient manner benefit Cermaq's
shareholders. This evaluation is both due to  the price level of the offer  as 
well as the  fact that only  approximately half of  the consideration will  be 
made in shares in the combined company.

Based on  statements  from  Cermaq's largest  shareholder,  it  is  considered 
unlikely that Marine Harvest will achieve full ownership control in Cermaq. In
such a situation it  will not be  possible to realize  the full synergies  and 
value creation  potential of  a  combination. The  part of  the  consideration 
provided in shares  in Marine Harvest  will therefore have  a lower value  for 
Cermaq's shareholders.

Cermaq  has  through  extensive  contact  also  with  the  company's   private 
shareholders received clear feedback that the current offer is not  considered 
as satisfactory. This  feedback provides  additional support  for the  Board's 

The Board's  conclusion  with  respect to  the  value  of the  offer  is  also 
supported by  ABG  Sundal Collier  Norge  ASA  («ABGSC»), who  is  engaged  as 
Cermaq's financial advisor  in relation to  the offer. ABGSC  on 10 June  2013 
provided its assessment with the conclusion that the offer is inadequate  from 
a financial point  of view.  ABGSC's fairness  opinion is  enclosed with  this 

On 31 May, Cermaq also retained Deutsche Bank as financial advisor in addition

The offer includes a very limited take-over premium and is presented at a most
favorable time for Marine Harvest

Based on the closing share price of Marine Harvest at Friday 7 June 2013,  the 
offer includes a  bid premium  (dividend adjusted) of  only approximately  17% 
compared to Cermaq's share price at 4 April 2013, the day before the  Copeinca 
transaction was  announced,  and  only approximately  6%  compared  to  Marine 
Harvest's own indication of what the share price of Cermaq would have been  at 
30 April 2013  if the  Copeinca transaction had  not been  announced. This  is 
significantly  below  the  premium  levels  normally  observed  in   take-over 
situations. The  Board  does  not consider  the  calculations  of  acquisition 
premiums presented by Marine Harvest  in the offer document as  representative 
for the realities.

The Board would also like to comment that the share price ratio between Cermaq
and Marine Harvest  at the time  of Marine Harvest's  first announcement of  a 
potential offer (30 April 2013) had not been at a lower level (and hence at  a 
more beneficial level for Marine Harvest) since April 2011.

High probability for delayed payment

The offer document does not state at what time settlement of the offer can  be 
expected to be  made. The stock  exchange notification dated  6 June  informs, 
however,  that  settlement  is  expected   in  July  2013.  Should   necessary 
competition approvals be delayed, Marine  Harvest may, in accordance with  the 
offer document, be able to wait until 30 December 2013 prior to making a final
decision whether to complete the transaction.

The Board has obtained  an external legal evaluation  of the above matters  in 
which it is considered less likely that Marine Harvest will be able to  comply 
with its intention for payment of the proceeds in July, as stated in the stock
exchange notification dated 6 June.

Shareholders  that  choose  to   accept  the  offer   may  therefore  risk   a 
significantly later payment than indicated.

Marine Harvest holding negative  control may adversely  impact Cermaq and  its 

The Board considers it most unfortunate that the acceptance level again is set
at  33.4%.  Through  a  controlling  minority  position,  Marine  Harvest  may 
negatively influence  Cermaq's future  strategic flexibility  and block  value 
creating  strategic  solutions,  including,  but  not  limited  to,   mergers, 
demergers, share  issues and  capital decreases,  and at  the same  time  such 
acceptance level  contribute to  create  a very  uncertain situation  for  the 
company and its employees. This may reduce values for other shareholders.

The Board also is concerned to  have as shareholder with negative control  one 
if its major competitors, as the objectives for such an owner may be  contrary 
to the company's and the other shareholders' interests.

Consequences for the company's business

There has been no contact between  Marine Harvest and the Board or  Management 
of Cermaq to discuss  a possible integration between  the two companies and  a 
further organization  of  the  combined  businesses.  Cermaq's  evaluation  of 
possible consequences  of  the offer  is  therefore based  on  the  relatively 
limited information provided by Marine Harvest in the offer document.

Briefly summarized, Marine Harvest does not seem to plan the closing of any of
Cermaq's facilities,  but  it  is  also stated  that  changes  in  the  Cermaq 
organization («with  legal,  financial or  employment  related  consequences») 
cannot be ruled  out. The Board  of Cermaq will,  however, emphasize that  the 
offer document from Marine  Harvest underlines that the  company has not  made 
any detailed evaluations of the economies of scale or other synergies that can
be realized through a business combination. A potential comprehensive analysis
from Marine Harvest  with respect to  the completion of  such integration  may 
therefore include more significant  consequences for Cermaq's businesses  than 
as presented in the offer document.


Based on the  above, the Board  of Directors unanimously  recommends that  the 
shareholders in Cermaq reject the offer from Marine Harvest.

Chairman of the Board of Directors Bård Mikkelsen owns 3.000 shares in  Cermaq 
while the board members Rebekka Glasser Herlofsen, Åse Aulie Michelet and  Jan 
Helge Førde own 5.000,  4.000 and 227 shares  in Cermaq respectively. CEO  Jon 
Hindar owns  3.200  shares in  Cermaq.  Neither  Cermaq's CEO  nor  the  above 
mentioned board members will  accept the offer from  Marine Harvest for  their 

For further information please contact:
CEO Jon Hindar ph. +47 23 68 50 10 mobile: +47 977 48 829
CFO Tore Valderhaug ph. +47 23 68 50 38 mobile: +47 995 60 925

About Cermaq - Cermaq is an international group of companies with activities
in fish farming, production of salmonid feed and research in aquaculture.
Cermaq has operations in Norway, Chile, Canada, Scotland, the main geographic
regions for salmon and trout farming, and in Vietnam. Through its business
unit EWOS, Cermaq ranks as the world's largest producer of feed for salmonids.
The business unit Mainstream is one of the world's leading farming companies
of salmon and trout. The group had sales of around NOK 11.8 billion in 2012.
Cermaq is listed on the Oslo stock exchange with ticker code CEQ.

This information is subject of the disclosure requirements acc. to §5-12 vphl
(Norwegian Securities Trading Act)
ABGSC 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
information contained therein.

Source: Cermaq ASA via Thomson Reuters ONE
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