SalMar offers NOK 270 in cash per share for NRS

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Now there will be a battle between the old rivals Helge Gåsø and Gustav Witzøe.

SalMar announced on Friday morning that the company intends to make a voluntary cash offer to buy all outstanding shares in Norway Royal Salmon (NRS). The offer, at NOK 270 per share, prices NRS at US$1.4 billion, and represents a 12.5 per cent premium to the NTS bid and a premium of 54 per cent to a 30-day volume-weighted average share price for the NRS share before the date of the NTS the bid.

NRS shares shot up almost 15 per cent just after the stock market opened. It was last traded for NOK 277 – a clear sign that the market expects more bids.

The two companies have a number of overlapping industrial activities, both in northern Norway, the West Fjords in Iceland and offshore, making it possible to realize major synergies, it is emphasized in a stock exchange announcement.

In order to enable and ensure the implementation of the best offer, for the benefit of all NRS shareholders, SalMar has asked the board of NRS to use the board authorization approved at the company’s general meeting on 27 May to carry out a private placement of up to 4,357,219 new shares aimed at the bidder with the best bid, with a subscription price equal to the offer price in the best bid. NRS has confirmed that the board is prepared to use the board authorization in accordance with this.

SalMar believes that a merger of the two companies will make it possible to realize major synergies:

  • Both have a long career in, and expertise from, salmon farming in northern Norway. A merger will facilitate improved capacity utilization of the combined MTB and location portfolio, as well as the implementation of best practices in both operations and the cost structure.
  • NRS ‘new smolt plant in Dåfjord outside Tromsø, together with SalMar’s existing smolt capacity and the Senja 2 and Tjuin plants that are under development, will be valuable resources that can ensure the delivery of the right smolt at the right time, which will facilitate improved biological performance throughout the value chain
  • SalMar’s new processing plant at Senja, InnovaNor, will be secured significant additional volumes that will provide economies of scale via improved capacity utilization and logistics, as well as reduction of biological risk
  • The parties have great expertise in sales and logistics, and will provide improved access to customers worldwide
  • A potential merger of Icelandic Salmon (controlled by SalMar) and Arctic Fish (controlled by NRS), both of which operate in the Westfjords of Iceland, will enable the realization of major synergies through, for example, streamlined operations at sea and optimal structure in the land value chain, including smolts. , processing and sales
  • Both SalMar and NRS have made significant investments in offshore-related farming technology, which offers great synergy potential. Together, the parties will be a strong force in the further development and realization of offshore aquaculture
  • The merger will strengthen competence and capacity, and pave the way for further sustainable growth for the parties

The tenderer will prepare a tender document which will be submitted after regulatory approval by the Oslo Stock Exchange. The offer period will be four weeks, with the possibility of extension.

The offer is conditional on the purchase of at least 50 per cent of the shares in NRS.

SalMar states that it has a number of available sources of financing to finance the offer without affecting SalMar’s dividend capacity and investments in the value chain, including but not limited to, available cash and debt capacity based on SalMar’s sound financial position.

Carnegie is the financial advisor and the law firm Thommessen is the legal advisor to SalMar.