NTS, which acquired a majority share of Norway Royal Salmon in August 2021, has scuttled the latter's attempt to conduct a share issuance so it could complete its purchase of SalmoNor.
NTS, which itself is in the process of being acquired by SalMar, owns both majority shares in both NRS and SalmoNor and is seeking to merge them. But SalMar has conditioned its offer for NTS on the requirement that NRS not complete its own purchase of SalmoNor. Subsequently, NTS has sought to delay the transaction, entered into an agreement on 29 March to extend extend bridge loans to finance NRS and SalmoNor acquisition and merger until the end of 2022.
At Norway Royal Salmon's shareholders meeting on 7 April 2022, NTS used its majority shareholding to vote down a proposal for capital increases. NTS owns 68.14 percent of the shares in NRS and therefore holds an effective veto over the board's decisions.
“In order for NTS to be able to vote in favor of a share issue proposal in NRS, the general meeting of NTS must approve this. NTS will convene such a general meeting and submit the question to its shareholders,” the filing stated. “NTS’ voting at the current general meeting of NRS does not mean that NTS will not carry out the transaction with NRS Farming AS on the sale of the shares in SalmoNor AS, but the implementation will be postponed until after the general meeting of NTS has decided whether they will give such consent.”
In its release, NTS hinted at growing tensions between the leadership groups of the two firms.
“NTS has tried to find other solutions than that a share issue should be voted on today, but the board and management of NRS have not shown willingness to find such solutions," NTS said. "They have also chosen to disregard the mechanism in the share-purchase agreement between NTS, NRS, and NRS Farming AS by convening a general meeting before the issue was placed.”
NTS further said it is “expressly stated in the agreement” that NTS needed to convene an extraordinary general meeting to approve NRS' move before NRS moved forward with its issuance.
“If NRS had complied with the agreement and [had] been interested in communication with NTS, NTS could have convened an extraordinary general meeting to ask its shareholders for an exemption from the restrictions that follow from the Securities Trading Act 6-17," it said. “NTS's ambition is to have a constructive dialogue with NRS, with a view to finding a good solution that safeguards the interests of all shareholders."
Photo courtesy of Norway Royal Salmon
