The board of directors at Norway Royal Salmon ASA (NRS) has recommended that shareholders in the fish farming company reject the mandatory offer made by Norwegian aquaculture group NTS ASA to buy all outstanding shares in NRS.
The board said that in its view, “the offer price does not reflect the underlying values in NRS.”
On 16 July, NTS made an offer to buy all shares in NRS for NOK 209 (USD 23.52, EUR 19.93) per share, with the offer valid from 19 July to 16 August, 2021.
Alongside the board’s recommendation to reject the offer, it has engaged Arctic Securities AS as financial advisor and Advokatfirmaet Wiersholm AS as legal advisor in connection with the offer. Together with its advisors, the board will explore alternatives for the company and its shareholders.
In the meantime, NRS advised that any acceptance of the offer from NTS is irrevocable.
“This means that a shareholder who accepts the offer is not allowed to withdraw the acceptance even if [a] better offer should be made. Any shareholders considering to accept the offer are thus recommended to wait to decide whether to accept the offer until the last day in the offer period to maintain the possibility to accept any potential superior offer,” it said.
The board will publish a formal statement on the offer according to the Norwegian Securities Trading Act section 6-16, at the latest one week before expiration of the offer period.
It has also been clarified with Oslo Stock Exchange that it is the board, other than its chairman, Helge Gåsø, that will give the statement of the board according to the Norwegian Securities Trading Act section 6-16.
Gåsø is a close associate to NTS and has disqualified himself from participating in the board's consideration of the offer.
Last month, an agreement was reached between the boards of NTS and Salmonor to merge Namdal MNH and Salmonor, with the deal involving settlement in shares in NRS, giving NTS control over 30.84 percent of the shares and votes in NRS. At the same time, Gåsø owned 3.72 percent of the NRS shares through Gåsø Næringsutvikling.
The total ownership of 34.57 percent triggered an offer obligation on all NRS shares that were not owned by NTS ASA, MNH, or Gåsø Næringsutvikling.
NTS was thus obliged to either make an offer to buy the remaining shares in NRS or sell them down, within four weeks. NTS said that it decided to submit the bid for all outstanding shares after deciding that it did not want to sell down in the listed fish-farming company.
NRS aims to harvest a total of 52,000 metric tons of salmon this year, of which 40,000 metric tons will be produced in Norway. It also owns 50.3 percent of Arctic Fish, which produces salmon on the northwest coast of Iceland.
Photo courtesy of Norway Royal Salmon
