The purchase will be carried out on or about 18 December 2012 and the total purchase price will be NOK 937,614,607.5. From the purchase price, NOK 512,614,607.5 will be paid in cash and the remaining NOK 425,000,000 will be paid through an issuance of 83,600,527 Marine Harvest shares to Friendmall Ltd. and Bazmonta Holding Ltd. based on a subscription price of NOK 5.0837 per share.
The subscription price equals the volume weighted average price of the Marine Harvest share 12-14 December 2012. From the cash consideration, NOK 425,000,000 will be financed through the issuance of 83,600,527 shares to Geveran Trading Co. Ltd. at the same subscription price.
The shares will be issued under the Board's authorisation granted by the Annual General Meeting of 4 June 2012. Subsequent to the share issue, Marine Harvest will have a share capital of NOK 2,811,256,197.75 and a total of 3,748,341,597 shares each carrying a nominal amount of NOK 0.75. The purchase will most likely trigger the requirement for a filing to the EU competition authorities, in which case Marine Harvest will not be eligible to vote for its Morpol shares until the transaction has been cleared.
Subsequent to the completion of the purchase, Marine Harvest intends to submit a mandatory offer for the remaining Morpol shares based on an offer of NOK 11.50 per share. Such offer will represent a premium of 38.6 per cent to the closing price 14 December 2012 and a premium of 44.6 per cent to the volume weighted average price the last 30 days. Such offer will be submitted within the four weeks period required by the Norwegian Securities Trading Act.
"Morpol's activities and large range of high quality products fit very well with Marine Harvest's current processing business as well as our downstream strategy. Morpol has its main market in Germany, but sells into a total of 39 countries. Marine Harvest has very limited sales of smoked products in the German market today. A future integration with Morpol will hence offer complementary benefits to today's Marine Harvest," commented Marine Harvest CEO, Alf-Helge Aarskog.
"Morpol will give our innovation and product development a strong boost. A combined Morpol and Marine Harvest can develop even more innovative and delicious seafood products for the consumer market."
Following the sale of his shareholding in Morpol, Jerzy Malek has informed the Board of Directors that he wants to resign from his position as CEO of Morpol during the first quarter 2013.
"Mr Jerzy Malek has been a pioneer within the value added processing segment in Europe. Since the founding of Morpol in 1996 Mr Malek has done an impressive job with developing the smoked salmon segment. Jerzy Malek has developed a professional, strong and efficient organisation in addition to developing a listed company from scratch," said Mr Aarskog.
"Furthermore, we appreciate Jerzy Maleks strong wish take part in the future development of Marine Harvest through a significant shareholding."
Morpol had revenues of EUR 495.1 million in 2011 and a net interest bearing debt of EUR 146.6 million at the end of the third quarter 2012. A share price of NOK 11.50 is equivalent to a market capitalization of NOK 1,932 million.
In a comment, Marine Harvest Chairman Ole-Eirik Lery said: "The purchase of the Morpol stake is in line with Marine Harvest's strategy of forming a world leading integrated protein group. Our already strong position within salmon farming will be further strengthened and our presence within value added processing activities will take a giant leap through this transaction. Together with our recent announcement regarding our organic investment in feed production, the transaction will give Marine Harvest a great starting point to become a unique integrated protein provider. The Board believes that such strategy will provide significant operational benefits, as well as boosting and stabilising the long term earnings power of the group."
The Board of Morpol ASA will in due time revert with a fairness opinion and a statement regarding the announced offer from Marine Harvest.