August 13, 2013
Austevoll Seafood and Kvefi AS merge to establish new fishmeal company
Press release
Austevoll Seafood ASA (AUSS) and Kvefi AS (controlled by Kverva AS) have agreed on a merger of their respective activities within pelagic fishmeal, fish oil and consumer products in Europe.
The transaction is in line with the strategy of AUSS in respect of growth within its areas of activity, here within the activities of fishmeal and fish oil, and pelagic activities in the North Atlantic. The pelagic industry in Europe has over time had difficult framework conditions and associated weak profitability. The transaction facilitates adaptions in order to enhance the competitive strength of the companies through productivity-improving activities, hereunder the effect of synergies and economy of scale.
Egil Magne Haugstad will become CEO of the new company, headquarted in Bergen, and the Board of Directors will have equal representation from both shareholders.
The new company will be the owner of 100% of the shares in Welcon, Norway Pelagic and Egersund.
Welcon is engaged in the production of fishmeal, protein concentrates and fish oil in Norway, UK and Ireland. It presently consists of six production facilities for fishmeal and fish oil, and three facilities for production of protein concentrates and oil. In addition, Welcon has a facility in Egersund approved as a border station for importation of protein and oils from third countries, with a significant storage capacity.
Norway Pelagic is engaged in landing, refining and sale of pelagic fish for human consumption and has 13 production facilities in Norway, from Honningsvåg in the north to Sirevåg in the south. In addition, Norway Pelagic owns 50% of a production facility within the same business area in Shetland.
Egersund is the holding company in a group comprising production of fishmeal and fish oil, and landing, refining and sale of pelagic fish for human consumption. Egersund has a production facility for fishmeal and fish oil in Egersund, Norway, and two production facilities for landing and refining of pelagic fish for human consumption in Egersund and Tromsø respectively.
The shares owned by AUSS in Welcon Invest AS and Norway Pelagic ASA as of December 31, 2012, will be contributed into the new company in kind, against issue of new shares in the company. In addition, AUSS will transfer the remainder of its shares in the mentioned companies, which comprises shares acquired in 2013, to the new company against cash settlement, with the sales price being is set at cost including transaction costs. Kvefi will transfer its shares in Egersund Fisk AS (Egersund) into the new company as a contribution in kind, against settlement in new shares.
In order to achieve a 50 – 50 ownership structure in the new company between AUSS and Kvefi, Kvefi will thereafter acquire shares in the new company from AUSS at a purchase price of NOK115 million (US$19.6 million).
The transaction will be reported to relevant competition authorities, hereunder the EU Commission and in some jurisdictions outside the EEA area. The transaction is expected to be executed shortly post clearance with the competition authorities.
