A fight between NTS and Norway Royal Salmon (NRS) over the latter’s planned takeover of SalmoNor concluded on Wednesday, 20 April, with NTS succeeding in pushing through a delay of the acquisition.
Following its purchase of a majority stake in NRS in August 2021, NTS sought to combine NRS and SalmoNor through a share-purchase agreement, whereby NRS would acquire 100 percent of SalmoNor’s shares.
However, NTS reversed course on that plan after a takeover bid from SalMar received majority approval from NTS shareholders. One condition of the deal is that NRS may not acquire SalmoNor until after its own transaction is completed. That reversal resulted in NRS suing NTS over its blockage of a share issuance intended to give NRS the capital it needed to acquire SalmoNor.
At NRS’ extraordinary general meeting on 20 April, dual proposals were approved with wide majorities pushing back the transaction deadline for NRS to take over SalmoNor and requiring NRS’ board of directors to delay the company’s acquisition of SalmoNor until after SalMar’s effort to acquire NTS has been completed or abandoned.
And an NTS-backed proposal to move SalmoNor Board Chair Paal E. Johnsen to become board chair of Norway Royal Salmon was also approved.
Two additional proposals made by NTS – one requiring NRS to maintain its board with the same composition through 15 December, 2022, and another requiring an investigation into NRS’ proposed share issuance in relation to its planned takeover of SalmoNor – were withdrawn prior to being voted upon.
NTS Board Chair Nils Martin Williksen, who was elected as board chair in February 2022 after backing SalMar’s offer for the company, had made the call for the extraordinary meeting on 28 March, 2022. He acknowledged the relationship between the leadership of NTS and NRS had deteriorated.
“For NTS ASA, it is disappointing to have to take the step of requesting that an extraordinary general meeting of Norway Royal Salmon ASA be convened – especially considering the ownership interest NTS ASA has in the company. The absence of an open dialogue, in combination with the fact that board members have been unlawfully excluded from the processing of matters of great importance to the company and its shareholders, has meant that NTS ASA has unfortunately had to take this step,” he said.
Photo courtesy of NTS
