May 6, 2013

Marine Harvest to offer NOK 9.7 billion (US$1.7 billion) to acquire Cermaq

Norway-based seafood company Marine Harvest ASA announced today its intention to buy rival Cermaq on condition that Cermaq drops its bid to acquire Peruvian fishmeal firm Copeinca.

Marine Harvest has acquired 4,341,000 shares in Cermaq ASA, corresponding to 4.7 % of the share capital in Cermaq. The board of directors of Marine Harvest says it will make a voluntary offer of NOK 105 (US$18.10) per share for all outstanding shares of Cermaq, if Cermaq rejects the proposed equity issues that are necessary to control Copeinca ASA .

The offer price will be adjusted to NOK 104 (US$17.90) per share if the proposed dividend of NOK 1.00 (US$0.17) per share is resolved at the Cermaq annual general meeting.

The offer represents a premium of 22 % to the last traded price for Cermaq, and a premium 33 % above the volume weighted average share price over the last 12 months. The offer consideration will consist of a combination of 50 % shares in Marine Harvest and 50 % cash.

The combined Marine Harvest and Cermaq would create a global seafood leader, with a complete footprint along the Norwegian coast. It would also yield positive effects for other parts of the marine industry cluster in Norway.

If Marine Harvest receives sufficient acceptance for its voluntary offer, the shares that Cermaq has already acquired in Copeinca will be sold. Marine Harvest expects that a sale of the Copeinca shares can be made without any loss, as there is a competing offer in the market by China Fishery Group Limited. Marine Harvest reserves the right to make the bid conditional on acceptance from shareholders representing at least two-thirds of the share capital in Cermaq, including those shares already held by Marine Harvest. The offer is strongly supported by the largest shareholder in Marine Harvest. Marine Harvest is contemplating an issue of a €350 million (US$460 million) convertible bond.