HAVFISK Accepts Lery's Offer of NOK 36.50 Per Share

29 September 2016, at 1:00am

NORWAY - HAVFISKs Board of Directors has evaluated the mandatory offer launched by Lery Seafood Group of NOK 36.50 per share and found that it is fair.

The Board is therefore recommending HAVFISKs shareholders to accept the mandatory offer.

On 2 June 2016, Lerøy Seafood Group entered into an agreement with the largest shareholder of HAVFISK, Aker Capital AS , to purchase 53,501,793 shares in HAVFISK, as well as an agreement to purchase an additional 1,026,632 shares in HAVFISK from Fausken Invest AS.

Completion was conditional upon approvals by the Norwegian Ministry of Trade, Industry and Fisheries and relevant competition authorities being obtained.

In a stock exchange notice dated 26 August 2016 it was announced that all conditions were fulfilled, and completion of the purchases took place on 31 August 2016. Lerøy has purchased an additional 2,507,410 HAVFISK shares in the market. As a result of the said transactions, Lerøy holds in aggregate 57 035 835 shares in HAVFISK, which corresponds to 67.38 per cent of the shares and voting rights in HAVFISK.

On September 16 Lerøy launched a mandatory offer to shareholders in HAVFISK, offering to acquire all issued and outstanding shares in HAVFISK not already owned by Lerøy at an offer price of NOK 36.50 per share. The offer price is equivalent to the price Lerøy paid Aker for the HAVFISK shares.

The Board of Directors has obtained an independent fairness opinion from Nordea Bank, Corporate & Investment Banking Advisory, in connection with the offer.

After careful consideration, the board of HAVFISK concludes that the offer from Lerøy in its opinion is fair taking into account the current trading price of the shares in HAVFISK, the fairness opinion from Nordea, the current shareholder structure of HAVFISK as well as the regulatory limitations on ownership applicable to HAVFISK.