Based on the recommendation of the Board of Cermaq not to accept Marine Harvest ASA’s offer to acquire all shares in Cermaq, Cermaq has worked on alternative transactions to realise what the Board believes best reflects the full value of the company.
There have been options presented for the acquisition of both the whole and parts of the company from both industrial and financial players.
Cermaq has now informed the private equity companies Altor and Bain Capita that their offer to purchase EWOS for a total enterprise value of NOK 6.2 billion is considered sufficiently interesting for Cermaq to initiate a process with the aim to conclude a final agreement.
The offer is made subject to the completion of debt financing, but the Investor Group has in its offer written confirmation of interest from solid Nordic and international banks to finance the transaction. In line with the received offer Cermaq intends to provide the Investor Group exclusive access to EWOS management for a period of three weeks for a confirmatory review of the companies to complete the financing. The review will take place from a time to be agreed between the parties.
If the transaction is completed, Cermaq will be able to free up significant funds. These will be used to reduce the debt in order to ensure a continued solid capital structure and compliance with all loan commitments for the remaining operations and to realise an extraordinary dividend to shareholders. Based on the offer the company expects an extraordinary distribution to Cermaq shareholders of around NOK 4-5 billion, or between NOK 43 and NOK 54 per share. The estimated timing and size of the dividend will be presented before the completion of the transaction.
As a result of the existence of a voluntary offer to acquire all shares in Cermaq, the Board, in accordance with the Securities Trading Act, will convene an extraordinary general meeting to decide on the implementation of the transaction. The decision will require more than 50 per cent of the votes at the General Meeting.
The Cermaq Board believes that a sale of EWOS at the above mentioned terms will be an important step to realise the values in Cermaq for the shareholders. After a potential completion of a definitive agreement to sell EWOS, the Board will continue its efforts to further develop the company's significant farming activities in Norway, Canada and Chile. It is expected that a sale of EWOS also will contribute to demonstrate the value of the farming operations. Cermaq supports a further consolidation of the farming industry in selected geographical areas and will consider various solutions to further develop the company's strong position.
The Board is aiming to shortly convene an extraordinary general meeting to ensure that a binding agreement with the Investor Group can be completed in mid-July 2013. The transaction is not expected to involve any issues in relation to competition regulation.
Based on the received offer the Board reiterates its recommendation to the shareholders to not accept the present offer from Marine Harvest.
