NORWAY - Over the last few days, Marine Harvest has been in negotiations with an aim to reach agreement for an amicably agreed offer for Cermaq. With negotiations terminated, Marine Harvest has put in an offer of NOK 107 per share, an amount that Cermaq has branded inadequate.
Marine Harvest was prepared to increase the value of its original voluntary offer by more than NOK 8 per share. According to wishes expressed by several of the larger shareholders the company was 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.
In response to the voluntary offer launched by Marine Harvest, Cermaq's Board is maintaining its conclusion that such an offer significantly undervalues Cermaq. The Board will render its full statement regarding the offer in due course and within the time set out in the Securities Trading Act.
Cermaq says it continues to evaluate its strategic options with the objective of optimising value and safeguarding the interests of its shareholders at large.
If Marine Harvest's offer is rejected, it 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.
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