SalmoNor and NTS-owned Midt-Norsk Havbruk to merge – now priced at €295 million

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A merger between SalmoNor and Midt-Norsk Havbruk (MNH) is building a larger, stronger and more robust aquaculture operator on a total harvest volume of 37,000 tonnes.

The boards of NTS and SalmoNor have agreed to merge the two fish farming companies.
The merged fish farming company will be called SalmoNor and have 120 employees, both companies said in a press release on Wednesday morning.

Synergies
The aquaculture companies SalmoNor and MNH are both based on the Namdal coast, Western Norway.

The new SalmoNor was priced at EUR 295 million after disbursement of EUR 38 million in dividends to the shareholders of SalmoNor prior to the transaction. EUR 10 million of the consideration is conditional achievement of some predetermined milestones, NTS said in a stock exchange announcement.

“The merger of two strong and competent aquaculture companies such as SalmoNor and MNH will be a good industrial solution that triggers significant synergies, said SalmoNor CEO Vibecke Bondø.

Like MNH, SalmoNor is a fully integrated salmon farmer, controlling the entire value chain from hatchery to harvest facility.

Player
SalmoNor and MNH together own 74 per-cent of the shares in one of Norway’s most modern harvest facility SalmoSea.

“This strengthens NTS’s position as a Mid-Norwegian aquaculture group. The merged company will be a significant player,” said NTS CEO Harry Bøe.

The entered into merger agreement must be approved by the Norwegian Competition Authority and it is expected that the transaction is completed by the end of the third quarter of 2021.

“SalmoNor is a good and very well run company, and we welcome the owners of SalmoNor to the NTS shareholder community. With this, NTS will take a new and important step towards our goal of being an active participant in the production of 100,000 tonnes of Norwegian salmon,” said NTS chairman of the board Odd R. Øie.

Shareholders
In the stock exchange announcement, it was reported that the shareholders of SalmoNor will receive a combination of cash and shares in NTS as consideration. The cash share will be 20 per-cent, consisting of EUR 50 million in fixed consideration and EUR 10 million in additional remuneration. The equity share is 80 per-cent, corresponding to 26,444,444 shares in NTS valued at NOK 90 per share. The consideration shares will consist of a combination of own-owned shares in NTS, new shares issued by the company and shares purchased back from existing shareholders.

The buy-back will take place as an offer to all the company’s shareholders and any buy-back will take place on a pro-rata basis based on the existing ownership interest. The buy-back will take place at a share price of NOK 90. The cash share and shares purchased back will be financed by new debt in NTS.