NTS ASA
NTS ASA
06/09/2022 | Press release | Distributed by Public on 06/09/2022 03:53
Increase of cash consideration in voluntary tender offer for NTS following NOK 20 dividend by SalMar. Update on closing conditions following proposed merger with NRS
Tid09.06.2022, 09:50:00
MeldingsID564430
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Increase of cash consideration in voluntary tender offer for NTS following NOK 20 dividend by SalMar. Update on closing conditions following proposed merger with NRS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Frøya, 9 June 2022
Reference is made to the offer document dated 17 March 2022 (the "Offer Document") for the recommended voluntary tender offer by SalMar ASA ("SalMar" or the "Offeror") to acquire all outstanding shares (the "Shares") in NTS ASA (the "Company") (the "Offer"). Further reference is made to subsequent stock exchange announcements relating to the Offer, including 29 March 2022 (extension of acceptance period in the Offer) and 4 May 2022 (final results of the Offer).
As previously announced, the Offeror has received acceptances for Shares representing approximately 52.69% of the Shares in the Company. The Offeror currently owns no shares in the Company. The consideration offered by the Offeror in the Offer consists of a combination of (a) 0.143241 newly issued shares in the Offeror (the "Share Consideration") and (b) NOK 24 in cash (the "Cash Consideration") per Share (the "Consideration").
Increase of Cash Consideration following NOK 20 dividend by SalMar
The annual general meeting of SalMar has on 8 June 2022 resolved to make a dividend distribution in the amount of NOK 20 per share in the SalMar (the "SalMar Dividend"). Pursuant to Section 4.7 (Consideration) and Section 4.15 (Amendments to the Offer) of the Offer Document, the Consideration payable to shareholders in the Company that have accepted the Offer shall be adjusted to compensate for the effect of the SalMar Dividend. Accordingly, the Offeror hereby announces that the Cash Consideration per Share is increased with NOK 2.86482 per Share in the Company to compensate for the effect of the SalMar Dividend. The adjustment amount has been determined by multiplying the NOK 20 dividend amount with 0.143241 (the number of SalMar shares to be issued per Share in the Company as part of the Consideration). As such, the Cash Consideration is increased from NOK 24 per Share to NOK 26.86482 per Share. The Share Consideration remains unchanged.
Oslo Børs, in its capacity as take-over supervisory authority in Norway, has approved the increase of the Cash Consideration set out herein.
The offer period for the Offer expired on 29 April 2022. Shareholders of the Company who have validly accepted the Offer will benefit from the increased Consideration without having to take any further action. The Consideration (as revised) is still subject to the terms and conditions of the Offer as set out in the Offer Document.
No other amendment to the Offer than the increase of the Cash Consideration is made in this announcement. The full terms and conditions of the Offer are set out in the Offer Document, in the amendment herein and in previously announced amendments to the Offer.
Update on conditions for completion of the Offer following proposed merger between SalMar and Norway Royal Salmon ASA ("NRS")
Reference is made to the proposed merger between SalMar and NRS announced on 30 May 2022 (the "Merger"). As set out in the announcement of the Merger, the Merger is among other things conditional on NRS acquiring SalmoNor AS immediately prior to the consummation of the Merger (the "SalmoNor Acquisition"), and that all conditions for completion of the Offer have been met or waived (or the Offer has been completed).
The Offeror will not invoke any of the conditions for completion of the Offer, specifically condition 3 "Ordinary operation" and condition 7 "No Material Adverse Change", set out in Section 4.11 (Conditions for completion of the Offer) of the Offer Document as a result of a completion of the Merger on the terms and conditions agreed between SalMar and NRS. This does however not entail that the said conditions as a whole have been waived by the Offeror.
Other than the foregoing, the conditions for the Offer set out in Section 4.11 (Conditions for completion of the Offer) of the Offer Document remains unchanged and the Merger will not have any other impact on or result in any adjustments to the Offer.
Arctic Securities AS acts as financial advisor and receiving agent for the Offer and Advokatfirmaet BAHR AS acts as legal advisor to the Offeror.
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, IR-ansvarlig 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 the company.
Important information:
The release is not for publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Japan, the United States (including its territories and possessions, any state of the United States and the District of Columbia) or any other jurisdiction where such publication or distribution would violate applicable laws or rules. This release is an announcement issued pursuant to legal information obligations and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only and does not constitute a notice to a general meeting or a merger prospectus and as such, does not constitute or form part of any offer to sell or purchase, or solicitation to purchase or subscribe for any securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan, the United States or any other jurisdiction where such distribution would violate applicable laws or rules. Neither SalMar ASA nor Norway Royal Salmon ASA, or any of their advisers assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No adviser of SalMar ASA or Norway Royal Salmon ASA is acting for anyone else than SalMar ASA or Norway Royal Salmon ASA, respectively, and will not be responsible to anyone other than such party providing the protections afforded to their respective clients or for providing advice in relation to any other matter referred to in this release. Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.
Frøya, 9 June 2022
Reference is made to the offer document dated 17 March 2022 (the "Offer Document") for the recommended voluntary tender offer by SalMar ASA ("SalMar" or the "Offeror") to acquire all outstanding shares (the "Shares") in NTS ASA (the "Company") (the "Offer"). Further reference is made to subsequent stock exchange announcements relating to the Offer, including 29 March 2022 (extension of acceptance period in the Offer) and 4 May 2022 (final results of the Offer).
As previously announced, the Offeror has received acceptances for Shares representing approximately 52.69% of the Shares in the Company. The Offeror currently owns no shares in the Company. The consideration offered by the Offeror in the Offer consists of a combination of (a) 0.143241 newly issued shares in the Offeror (the "Share Consideration") and (b) NOK 24 in cash (the "Cash Consideration") per Share (the "Consideration").
Increase of Cash Consideration following NOK 20 dividend by SalMar
The annual general meeting of SalMar has on 8 June 2022 resolved to make a dividend distribution in the amount of NOK 20 per share in the SalMar (the "SalMar Dividend"). Pursuant to Section 4.7 (Consideration) and Section 4.15 (Amendments to the Offer) of the Offer Document, the Consideration payable to shareholders in the Company that have accepted the Offer shall be adjusted to compensate for the effect of the SalMar Dividend. Accordingly, the Offeror hereby announces that the Cash Consideration per Share is increased with NOK 2.86482 per Share in the Company to compensate for the effect of the SalMar Dividend. The adjustment amount has been determined by multiplying the NOK 20 dividend amount with 0.143241 (the number of SalMar shares to be issued per Share in the Company as part of the Consideration). As such, the Cash Consideration is increased from NOK 24 per Share to NOK 26.86482 per Share. The Share Consideration remains unchanged.
Oslo Børs, in its capacity as take-over supervisory authority in Norway, has approved the increase of the Cash Consideration set out herein.
The offer period for the Offer expired on 29 April 2022. Shareholders of the Company who have validly accepted the Offer will benefit from the increased Consideration without having to take any further action. The Consideration (as revised) is still subject to the terms and conditions of the Offer as set out in the Offer Document.
No other amendment to the Offer than the increase of the Cash Consideration is made in this announcement. The full terms and conditions of the Offer are set out in the Offer Document, in the amendment herein and in previously announced amendments to the Offer.
Update on conditions for completion of the Offer following proposed merger between SalMar and Norway Royal Salmon ASA ("NRS")
Reference is made to the proposed merger between SalMar and NRS announced on 30 May 2022 (the "Merger"). As set out in the announcement of the Merger, the Merger is among other things conditional on NRS acquiring SalmoNor AS immediately prior to the consummation of the Merger (the "SalmoNor Acquisition"), and that all conditions for completion of the Offer have been met or waived (or the Offer has been completed).
The Offeror will not invoke any of the conditions for completion of the Offer, specifically condition 3 "Ordinary operation" and condition 7 "No Material Adverse Change", set out in Section 4.11 (Conditions for completion of the Offer) of the Offer Document as a result of a completion of the Merger on the terms and conditions agreed between SalMar and NRS. This does however not entail that the said conditions as a whole have been waived by the Offeror.
Other than the foregoing, the conditions for the Offer set out in Section 4.11 (Conditions for completion of the Offer) of the Offer Document remains unchanged and the Merger will not have any other impact on or result in any adjustments to the Offer.
Arctic Securities AS acts as financial advisor and receiving agent for the Offer and Advokatfirmaet BAHR AS acts as legal advisor to the Offeror.
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, IR-ansvarlig 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 the company.
Important information:
The release is not for publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Japan, the United States (including its territories and possessions, any state of the United States and the District of Columbia) or any other jurisdiction where such publication or distribution would violate applicable laws or rules. This release is an announcement issued pursuant to legal information obligations and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only and does not constitute a notice to a general meeting or a merger prospectus and as such, does not constitute or form part of any offer to sell or purchase, or solicitation to purchase or subscribe for any securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan, the United States or any other jurisdiction where such distribution would violate applicable laws or rules. Neither SalMar ASA nor Norway Royal Salmon ASA, or any of their advisers assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No adviser of SalMar ASA or Norway Royal Salmon ASA is acting for anyone else than SalMar ASA or Norway Royal Salmon ASA, respectively, and will not be responsible to anyone other than such party providing the protections afforded to their respective clients or for providing advice in relation to any other matter referred to in this release. Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.