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Codfarmers & Atlantic Cod Farms To Combine

Cod Economics +3 more

NORWAY - Codfarmers ASA has entered into an agreement on 1 July 2011 regarding the possible combination with Atlantic Cod Farms (ACF)AS.

Codfarmers and ACF have now entered into a final transaction agreement for the combination of the two companies.

Codfarmers will offer one share in Codfarmers for 40.3761 shares in ACF.

The Offer will be distributed to the ACF shareholders around the 7 September 2011, and the offer period will expire around the 14 September 2011.

Completion of the Offer will be subject to (i) the ACF board maintaining its recommendation of the Offer, (ii) the Offer being accepted by shareholders holding more than 90 per cent of the ACF shares, (iii) the termination of warrants issued by ACF, (iv) that the general meeting of Codfarmers resolves to issue consideration shares to the ACF shareholders, and (v) that certain third party consents are being obtained.

The parties expect the transaction to be completed in the second half of September 2011.

The combination of the companie's will strengthen the companies' ability to release more juveniles into the sea and maintain hatchery, juveniles and farming production.

The combination will also reduce the biological risk by the geographical spread of the facilities. The combined entity will have a substantially improved position in its marketing efforts towards large European customers.

The corporate head office and sale/marketing will be located in Oslo, while the operational management of the combined company's biological production will continue to be located in the area of the production facilities. Therefore, the transaction is expected to reduce operating expenses for the combined company.

The share capital of Codfarmers will be increased by NOK 16,750,325 by the issuance of 16,750,325 new Codfarmers shares as consideration under the Offer provided that the Offer is accepted for all ACF shares.

A new board of directors will be elected by the EGM and Harald Dahl will be the CEO of the combined company.