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, 7 November 2022
Reference is made to the stock exchange announcement made by SalMar ASA (“SalMar”) on 31 October 2022 in connection with the recommended voluntary offer by SalMar to acquire all outstanding shares in NTS ASA (“NTS”) (the "Offer") and the merger between SalMar and Norway Royal Salmon ASA (“NRS”) (the “Merger”).
The board of directors of SalMar has today resolved to carry out the Merger and lodged the filing for completion of the Merger with the Norwegian Registry of Business Enterprises (Nw. Foretaksregisteret). It is expected that the Merger will be completed after close of trading on Oslo Børs today (the “Merger Effective Date”). Consequently, it is expected that the last day of trading in the NRS shares will be today.
The Merger contemplates that SalMar will absorb all assets, rights and obligations of NRS and that NRS is dissolved. 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 as at the expiry of the Merger Effective Date, as such shareholders appear in NRS’ shareholders register with Euronext Securities Oslo (the “VPS”) as at the expiry of 9 November 2022 (the record date for the Merger).
Subject to timely registration of the Merger with the Norwegian Register of Business Enterprises and delivery through the VPS, the merger consideration shares are expected to be delivered to eligible recipients’ securities accounts with the VPS on 11 November 2022. Any trades by investors prior to delivery of the merger consideration shares must be carried out in compliance with applicable short sale and other regulations.
Reference is made to the stock exchange announcement from SalMar on 31 October 2022 for information on settlement of the Offer.
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:
Håkon Husby, Head of IR SalMar
Tel: +47 936 30 449
This information is information required to be made public pursuant to the EU Market Abuse Regulation and section 5-12 of the Norwegian Securities Trading Act. The information was submitted by Håkon Husby at 08:30 (Norwegian time) on 7 November 2022.
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.