Marine Harvest will make an offer of NOK 105 per share of Cermaq, 22 per cent above the Cermaq 30 April 2013 closing price. The offer is to be settled with 50 per cent shares in Marine Harvest and 50 per cent cash.
The offer requires acceptance from shareholders representing a minimum of 2/3 of the Cermaq share capital, including shares already held by Marine Harvest and the offer period is to start shortly following the Marine Harvest annual general meeting.
"In our view, no other industrial combination than Cermaq and Marine Harvest is better suited to lift both the companies and the Norwegian marine industry into a position of global leadership. We will maintain all significant parts of the companies in a strong, world class company; offering an integrated value chain from feed to retail sales," said Ole-Eirik Lerøy, chairman of Marine Harvest.
"Marine Harvest has recently acquired significant foreign operations in Poland and Cermaq in Chile. In a challenging world economy, the underlying value drivers that increase demand for our products have continued to develop well, and the challenges with regards to fish health, cost control, financial contingencies and the need for vast research and development efforts have strengthened the need to build large and financially robust companies. This will protect and develop Norway's unique position in this industry."
Marine Harvest noted that the launch of the offer is conditional on Cermaq not carrying out the Copeinca transaction. Mr Lerøy stated that he does not see the company's future in the marine based feed sector and the company would use its existing 4.7 per cent of the share capital in Cermaq to vote against the transaction.
"Instead, we wish to build an integrated protein company emphasising feed, farming and value-added processing; moving away from the traditional raw materials role of Norwegian companies," Mr Lerøy said.
Cermaq has already had its offer document and launch of voluntary sacrifice for the shares of Copeinca approved by the Oslo stock exchange. It is also expected that the Ministry of Trade and Industry will own between 40 and 40.5 per cent of the company when the offer completes.
Marine Harvest's Board of Directors has decided that if Cermaq rejects the proposed equity issues that are necessary to acquire Copeinca, it will make a voluntary offer of NOK 105 per share for all outstanding shares of Cermaq. The offer price will be adjusted to NOK 104 per share if the proposed dividend of NOK 1.00 per share is resolved at the Cermaq annual general meeting.
The Annual General Meeting of Marine Harvest has now been brought forward to 23 May 2013. This is due to Marine Harvest's contemplated voluntary offer of all the outstanding shares in Cermaq which will be launched if the annual general meeting of Cermaq to be held on 21 May 2013 rejects the proposed equity issues that are necessary to acquire Copeinca.
