Merger between SalMar ASA and Norway Royal Salmon ASA

SalMar ASA (“SalMar”) and Norway Royal Salmon ASA (“NRS”) (“the Parties”) have entered into a merger plan whereby the two entities will merge, with SalMar as the acquiring company in the merger (the “Merger”).The agreed exchange ratio is based on the average volume weighted closing share price of SalMar from 4 April to 20 May 2022. Based on an exchange ratio of 0.369 shares in SalMar per share in NRS, this results in a value of NOK 265,18 per NRS share, which gives a premium of 6...

Frøya, 30/05/2022 (informazione.news - comunicati stampa - cibi e bevande)

The Parties have several overlapping industrial interests, both in Norway, the West Fjords of Iceland, and offshore. A combination of the Parties enables the realization of significant synergies:

Leif Inge Nordhammer, Chairman of SalMar, says in a statement that “a merger between SalMar and NRS makes sense. We join strong teams that encompass the best salmon farming know-how in Norway. The Merger will also allow synergies to be earlier and better realised than solely through the completion of SalMar's voluntary tender offer to acquire all shares in NTS.”

Paal E. Johnsen, Chairman of NRS, says in a statement that “a merger between NRS and SalMar is based on a sound industrial rationale, while also securing a good solution for the shareholders of NRS. Through the merger, the shareholders will receive a frequently traded share, and may expect significant synergies and strong dividend capacity, in a merger that values the NRS share at a historically high level”.

The transaction will be completed in two interlinked stages.

First, NRS will immediately prior to completion of the Merger carry out the agreed takeover of SalmoNor from NTS, where settlement will be in cash and NRS shares, in line with the existing and amended agreement. The NRS share price that will be the basis for the SalmoNor settlement will be equal to the value of the NRS share agreed in the Merger. The cash settlement of the SalmoNor transaction will be paid through the issue of a debt instrument that will be settled following the completion of the merger between SalMar and NRS. NTS and NRS/NRS Farming have entered into additional agreements related to the SalmoNor transaction to regulate this. This means that the board of NRS has determined to propose to the general assembly of NRS that the following equity issue is carried out:

Immediately thereafter NRS will merge with SalMar, whereby both existing shareholders in NRS and the shareholder who has just received newly issued NRS shares at the settlement of the acquisition of SalmoNor, will receive consideration in SalMar shares and a cash consideration, in line with the agreed merger plan.

SalMar has a number of available funding sources that do not impact SalMar's dividend capacity or investments in the value chain, including, but not limited to, available cash and debt financing capacity based on SalMar's sound financial position.

Arctic Securities AS acts as financial advisor and Advokatfirmaet BAHR AS acts as legal advisor to SalMar.

Carnegie AS acts as a financial advisor and Wikborg Rein Advokatfirma AS acts as legal advisor to NRS.

A digital analyst's conference will be held Monday 30 May 2022 at 9 AM CEST, where representatives of the companies will participate. To participate in the digital analyst's conference, please send an e-mail to Arctic Securities at events@arctic.com .

A press conference will be held on Monday 20 May 2022 at 2 PM CEST, in the auditorium of SpareBank 1 SMN in Søndre gate 4 in Trondheim. At the press conference, representatives of both companies will give a joint presentation of the Merger plans, and be available to answer queries. This will be carried out in Norwegian. The press conference will be webcasted at the company website www.salmar.no .

Linda Litlekalsøy Aase, CEO SalMar
Tel: +47 900 74 413
Email: linda.aase@salmar.no

Gunnar Nielsen, CFO
Tel: +47 960 97 005
Email: gunnar.nielsen@salmar.no

Håkon Husby, Head of Investor Relations
Tel: +47 936 30 449
Email: hakon.husby@salmar.no

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

This stock exchange announcement was published by Håkon Husby, Head of Investor Relations at SalMar ASA, on 30 May 2022 at 08:00 CEST.

SalMar is one of the world's largest and most efficient producers of salmon. The Group has farming operations in Central Norway, Northern Norway and Iceland, as well as substantial harvesting and secondary processing operations in Norway, at InnovaMar in Frøya, InnovaNor in Senja and Vikenco in Aukra. In addition, the company is operating within offshore aquaculture through the company SalMar Aker Ocean. SalMar also owns 50% of the shares in Scottish Sea Farms Ltd.

See www.salmar.no for more information about the company.

The release is not for publication or distribution, in whole or in part, directly or indirectly,  in  or  into  Australia,  Canada,  Japan,  the United States (including  its territories and possessions, any  state of the United States and the  District of Columbia) or any other jurisdiction where such publication or distribution would violate applicable laws or rules. This release is an announcement issued pursuant to legal information obligations and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only and does not constitute a notice to a general meeting or a merger prospectus and as such, does not constitute or form part of any offer to sell or purchase, or solicitation to purchase or subscribe for any securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan, the United States or any other jurisdiction where such distribution would violate applicable laws or rules. Neither SalMar ASA nor Norway Royal Salmon ASA, or any of their advisers assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law.  Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

No adviser of SalMar ASA or Norway Royal Salmon ASA is acting for anyone else than SalMar ASA or Norway Royal Salmon ASA, respectively, and will not be responsible to anyone other than such party providing the protections afforded to their respective clients or for providing advice in relation to any other matter referred to in this release.

This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements   involve risk and uncertainty because they reflect current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.

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