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The European Commission has declared SalMar’s acquisition of a majority of the shares in NTS under the offer to be compatible with the EU merger regulations, and consequently also the merger.
In connection with the clearance from the European Commission, SalMar has undertaken a commitment to divest the 16,346,824 shares in Arctic Fish Holding AS. This is currently held by NRS that will be assumed by SalMar upon completion of the merger.
The shares represent approximately 51.28% of the shares and votes in Arctic Fish and SalMar has agreed with Mowi ASA. So, it will acquire these shares for a price of NOK 115 per share. Subject to completion of the offer and the merger, approval by the European Commission of Mowi as a buyer of the shares, the agreed terms of sale, and certain other customary closing conditions.
Uncertainty created by tax proposal
Despite an uncertain situation for SalMar, NTS, and NRS caused by the new tax system proposed by Government, the strategic and operational rationale for proceeding with the transaction remains, with strong backing from both owners, employees, and the local communities where it operates.
“We believe, despite a tax proposal creating uncertainty in this industry, that striving for continued sustainability, operational excellence, and efficient use of resources remains the best path to protect jobs and value creation in this rurally based production,” SalMar confirmed.
In addition, SalMar has considered the need for a revision of the offer terms, given the major adverse setback for the industry experienced by the government’s tax proposals. This would have put the combination as such in jeopardy.
While the industry will have to scale back and reduce planned investments going forward, the need to seek efficiency and economies of scale has become even greater. SalMar will pursue ambitious synergy targets and expects the transaction to increase shareholder value going forward.
The entire industry will have to reassess its growth strategies and structures. SalMar welcomes the increased resource base and operational leverage the transaction entails.
The parties have strong company cultures. Besides, the anticipated production growth will strengthen the combined company’s position.
By unconditionally clearing the transaction, both the Norwegian Competition Authority and the European Commission have confirmed that the transaction will not lead to any significant impediment to effective competition in the market for the farming of Norwegian salmon.
Completion of the merger
Based on the clearance from the European Commission and the Settlement Notification concerning the offer described below, SalMar and NRS have resolved to proceed to complete the merger by the terms and conditions of the Merger Plan.
By the Merger Plan, NRS will immediately before completion of the merger complete the agreed acquisition of SalmoNor AS from NTS, with settlement in cash and NRS shares.
It is expected that the final registration of completion of the merger in the Norwegian Register of Business Enterprises will take place after the close of trading on Oslo Børs on 7 November 2022 (the “Merger Effective Date”), which will be the last day of trading in the NRS shares.
Shareholders of NRS will receive merger consideration consisting of 0.303933 shares in SalMar and NOK 52.84 in cash for each share in NRS they own. SalMar will issue a total of 17,851,550 new shares as consideration in the Merger.
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