Måsøval, NTS and NRS strike swap deal

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On Monday morning, the trio reported several big transactions.

The deal was announced after it became known in mid-November that NTS and Norway Royal Salmon (NRS) were scrapping their plans for a merger. Now they’d rather choose a different route.

According to an Oslo stock exchange notification on Monday morning, Midt-Norsk Havbruk (MNH), a wholly-owned subsidiary of NTS, has acquired fish farmer’s Måsøval Eiendom and Måsøval Fishfarm’s 5,573,111 shares in NRS with settlements in the form of shares in Ice Fish Farm. MNH acquired Måsøval Eiendom’s 1,051 shares in investment company (and NTS shareholder) Havbruksinvest with settlement in shares in Ice Fish Farm.

Taking over
MNH is entitled to an additional consideration that deals with additional license volume in Ice Fish Farm. If, by the end of 2022, Ice Fish Farm achieves a license volume, including existing concessions of a minimum of 24,000 tonnes, Måsøval will pay additional consideration of EUR 14 million.

The purchase price for the shares in NRS is determined on the basis of the closing price as of the 20th November and amounts to NOK 209 per share, a total of EUR 109 million, and the purchase price for the shares in Havbruksinvest is set at a total of EUR 13 million, The price for the sale of the shares in Ice Fish Farm was set at NOK 43.45 per share, a total of EUR 122 million.

As a result of the transactions, MNH will own 5,573,111 shares in NRS, equivalent to 12.8 per-cent. MNH will also own 1,051 shares, equivalent to 15.8 per-cent, of the shares in Havbruksinvest. Havbruksinvest owns 9.7 per-cent of the shares in NRS. MNH will no longer own shares in Ice Fish Farm.

Connect
Prior to the transaction, NTS owned 7,066,917 shares in NRS, equivalent to 16.2 per-cent. After completion of the transaction, NTS will own a total of (directly and indirectly through ownership of 100 per-cent of the shares in MNH) 12,640,028 shares, which corresponds to 29 per-cent of the total outstanding shares in NRS.

After the transactions, Måsøval will own 30,020,121 shares, equivalent to 55.6 per-cent of shares issued in Ice Fish Farm. When completed, Måsøval will no longer possess shares in NRS or Havbruksinvest.

The completion of the transactions is subject to normal closing conditions, including competition law regulations and approval. The purchase of the shares in Havbruksinvest is subject to requirements for board consent as well as pre-emptive law, which as of the date of this notice has not been clarified. NTS’s obligation to acquire the shares, including the transfer of the shares in Ice Fish Farm as consideration, is not conditional on the clarification of the relationship with board consent and pre-emptive law.

Swap deal
After the purchase of the shares in NRS, NTS will on a consolidated basis, together with 150,000 shares in NRS owned by Gåsø Næringsutvikling (a company controlled by Helge Gåsø, board member and largest individual owner of NTS), control 12,790,027 shares in NRS, equivalent to 29.3 per-cent of the number of shares issued in NRS. NTS has assessed that there is no basis for consolidation with the shareholding in NRS owned by Havbruksinvest, but will seek to have this clarified with the Oslo Stock Exchange in the period leading up to the completion of the transactions. If it is concluded that there is a basis for consolidation, NTS will control 39 per-cent of the shares in NRS, thus triggering the obligation to a manditory offer. In such a case, NTS does not intend to make a mandatory offer and will instead make a divestment.

NTS Chairman Nils Martin Williksen said he was pleased with the deal.

“As an integrated aquaculture group, NTS has set a goal of building a large aqua-service business and being an active participant in the production of 100,000 tonnes of salmon in Norway over a three- to five-year period. In accordance with this, the transactions that we have made today increase our exposure to Norwegian fish farming and the company we believe is best positioned for further growth in the sector. NRS has good locations, an attractive licence portfolio, and will, through significant investments in smolt facilities, make operations even better in the years ahead. Through Arctic Fish, the company also has a significant exposure in Iceland which means that NTS is still exposed to the exciting development there,” he said.

New opportunities
“Ice Fish Farm has been a good investment for NTS and we believe that bypassing the baton onto Måsøval, with their experience on the east coast of Iceland, we are helping to create new opportunities and further growth for Ice Fish Farm. Our ambition as a group is to ensure that our fully and part-owned companies are well-positioned for good and efficient operations. We want to be an active owner that enables both growth and strategic transactions for our companies,” added Williksen.

Danske Bank acted as financial adviser, and Arntzen de Besche law firm was NTS’ legal adviser in connection with the transactions. Law firm Thommessen was legal adviser and DNB Markets acted as financial adviser to Måsøval Eiendom.