Port Lincoln, Australia-based vertically integrated shellfish producer Yumbah Aquaculture has moved one step closer to acquiring aquaculture company Clean Seas Seafood.
Clean Seas voted to move forward with the deal in February 2025, and on 31 March, the company announced it had entered a Scheme Implementation Deed (SID) which would see Yumbah acquire all shares in the company for AUD 0.14 (USD 0.09, EUR 0.08) per share.
Now, the company announced on the Australian Stock Exchange that the Federal Court of Australia has ordered the company convene and hold a meeting of shareholders to consider and vote on the proposal, which it said will be held on 23 June.
After that, the court would need to approve the scheme a second time, which the company speculates could occur on 4 July.
According to a scheme booklet that Clean Seas registered with the Australian Securities and Investments Commission, the board recommends voting in favor of the acquisition scheme.
Clean Seas has faced continued operational challenges that left its stock price at an all-time-low in early 2025. An announcement on 1 November 2024 indicated it was experiencing higher mortalities than expected, which caused it to reduce its financial outlook. Less than a month later, the company issued another update saying the mortalities in the 2024 year class cohort due to warmer summer months were even higher than the earlier update – which resulted in the company predicting significant losses.
On 19 February 2025, the company announced it had received a proposal from Yumbah Aquaculture for the complete acquisition of Clean Seas Seafood, which the board is recommending shareholders pursue.
The company said its debt facilities mature on 31 July 2025, with no certainty that those facilities will be renewed in the absence of the company’s sale or that a new facility could be obtained.
“If the scheme is not implemented, Clean Seas will face an immediate need to undertake a significant and likely materially dilutive capital raising (at a share price per Clean Seas Share that is likely to be significantly lower than the value of the Default Cash Consideration) to fund its working capital requirements given the events surrounding the YC24 cohort of fish,” the company’s scheme booklet said.
