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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR PURCHASE ANY OF THE SECURITIES DESCRIBED HEREIN.
SalMar's announced voluntary cash offer to acquire all outstanding shares in Norway Royal Salmon will not be launched
Frøya, 26 August 2021
Reference is made to the stock exchange announcement dated 20 August 2021 in which SalMar ASA ("SalMar") announced its intention to make a voluntary cash offer to acquire all outstanding shares in Norway Royal Salmon ASA ("NRS", or the “Company”) for NOK 270 per share (the “Offer”). In a stock exchange announcement by the Company on 26 August 2021, it was stated that NTS ASA ("NTS") has received acceptances for its mandatory offer which will result in NTS becoming the owner of more than 50% of the shares in NRS.
The Offer by SalMar was conditional upon SalMar receiving acceptances for, or otherwise becoming the owner of, shares in NRS representing more than 50% of the shares in NRS. As this condition will not be satisfied, SalMar will not launch the Offer.
SalMar regrets that the Offer, which was at a significant premium to NTS' mandatory offer and in SalMar's opinion represented a fair valuation of NRS, will not be made to the shareholders of NRS, and also that the synergies that could be achieved through a combination of NRS and SalMar will not be realised.
For further information, please contact:
Håkon Husby, Head of investor relations
firstname.lastname@example.org, +47 936 30 449
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Håkon Husby, Head of Investor Relations at SalMar ASA, on [•] August 2021 at [•] CEST.
SalMar is one of the world's largest and most efficient producers of farmed
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 and Vikenco in Aukra. SalMar also owns 50% of the shares in Scottish Sea Farms Ltd.
See www.salmar.no (http://www.salmar.no) for more information about SalMar.
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). 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 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. The Offeror does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States. The Offer, if made, will be subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor any of its 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 the Company or the Offeror is acting for anyone else than the Company or the Offeror, 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.
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.