SalMar ASA - Invitation to extraordinary general meeting
Frøya, 6 October 2022
Reference is made to the proposed merger between SalMar (“SalMar” or the "Offeror") and Norway Royal Salmon ASA (“NRS”) (the “Merger”) pursuant to the merger plan for the Merger dated 30 May 2022 (the “Merger Plan”) approved by the respective extraordinary general meetings of SalMar and NRS held on 30 June 2022.
Reference is also made to the offer document dated 17 March 2022 (the "Offer Document") and subsequent stock exchange announcements for the recommended voluntary offer by SalMar to acquire all outstanding shares in NTS ASA (“NTS”) (the "Offer").
The process for obtaining necessary regulatory approvals for the Merger has taken more time than initially expected when the Merger Plan was entered into. As such, the board of directors in SalMar and NRS deem it necessary to propose to extend the long stop date for completion of the Merger set out in Section 8 of the Merger Plan. The board of directors of SalMar has accordingly resolved to call for an extraordinary general meeting of SalMar to be held on 27 October 2022 at 12:00 (Norwegian time). The general meeting will be held as a digital meeting.
Kverva Industrier AS and LIN AS who in aggregate represent approximately 52% of the share capital and votes in SalMar have given undertakings to vote in favour of the proposed resolutions at the extraordinary general meeting.
The Offer remains subject to the conditions for completion of the Offer set out in Section 4.11 (Conditions for completion of the Offer) of the Offer Document, and the Merger remains subject to the conditions set out in the Merger Plan. With respect to the Offer only, should the condition no. 6 "Regulatory approvals" not be met by 31 October 2022, but all other conditions for completion of the Offer have been met, the Offeror shall waive condition no. 6 "Regulatory approvals".
As announced following expiry of the offer period, the Offeror has received acceptances for shares representing approximately 52.69% of the shares in NTS in the Offer. The Offeror currently owns no shares in NTS.
Arctic Securities AS acts as financial advisor and receiving agent and Advokatfirmaet BAHR AS acts as legal advisor to SalMar.
For further information, please contact:
Linda Litlekalsøy Aase, CEO SalMar
Tlf: +47 900 74 413
Epost: [email protected]
Gunnar Nielsen, CFO SalMar
Tlf: +47 960 97 005
Epost: [email protected]
Håkon Husby, Head of Investor Relations SalMar
Tlf: +47 936 30 449
Epost: [email protected]
This information is subject to the disclosure duties under the Norwegian Securities trading Act Section 5 12.
About SalMar
SalMar is one of the world's largest and most efficient producers of salmon. The group has farming operations in Central Norway, Northern Norway and Iceland, as well as substantial harvesting and secondary processing operations in Norway, at InnovaMar in Frøya, InnovaNor in Senja and Vikenco in Aukra. In addition, the company is operating within offshore aquaculture through the company SalMar Aker Ocean. SalMar also owns 50% of the shares in Scottish Sea Farms Ltd.
See www.salmar.no for more information about SalMar.
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The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. When published, the Offer Document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation, Canada, Australia, New Zealand, South Africa, Hong Kong and Japan. The Offeror does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This announcement is not a tender offer document and, as such, does not constitute an offer or the solicitation of an offer to acquire the Shares. Investors may accept the Offer only on the basis of the information provided in the Offer Document. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Norway.
Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the Shares are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder. The Offer will be made to holders of Shares resident in the United States ("U.S. Holders") on the same terms and conditions as those made to all other holders of Shares of the Company to whom an offer is made. Any information documents, including the Offer Document, will be disseminated to U.S. Holders on a basis comparable to the method that such documents are provided to the Company's other shareholders to whom an offer is made. The Offer will be made by the Offeror and no one else.
The Offer will be made to U.S. Holders pursuant to Section 14(e) and Regulation 14E under the U.S. Exchange Act as a "Tier II" tender offer, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to the offer timetable, settlement procedures and timing of payments, that are different from those that would be applicable under U.S. domestic tender offer procedures and law.
Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares outside the United States during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of an English language press release via an electronically operated information distribution system in the United States or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to the Offeror may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.
Neither the SEC nor any securities supervisory authority of any state or other jurisdiction in the United States has approved or disapproved the Offer or reviewed it for its fairness, nor have the contents of the Offer Document or any other documentation relating to the Offer been reviewed for accuracy, completeness or fairness by the SEC or any securities supervisory authority in the United States. Any representation to the contrary is a criminal offence in the United States.
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