NORWAY - The Board of Cermaq has unanimously decided upon a recommendation to the company’s shareholders not to accept the offer for the company from Marine Harvest. Cermaq is urging shareholders to await potential alternative solutions.
The Board maintains its previous statements that neither the underlying value of Cermaq nor the synergies that could have been realised through a combination are reflected in this offer.
It is further considered most unfortunate that the acceptance level again is set at 33.4 per cent.
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.
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.
Consequences for 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 organisation 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 summarised, 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, emphasise 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 realised 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 3000 shares in Cermaq while the board members Rebekka Glasser Herlofsen, Åse Aulie Michelet and Jan Helge Førde own 5000, 4000 and 227 shares in Cermaq respectively. CEO Jon Hindar owns 3200 shares in Cermaq. Neither Cermaq’s CEO nor the above mentioned board members will accept the offer from Marine Harvest for their shares.
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