SalMar makes bid for Norway Royal Salmon
Norwegian salmon farmer SalMar has made a bid for Norway Royal Salmon, which is currently considering an increased offer from aquaculture wellboat, shipping and service vessels company NTS.
SalMar’s entry ahead of the August 26 deadline for acceptance of the NTS offer was announced this morning. The company has made a voluntary cash offer to acquire all outstanding shares in NRS for NOK 270 per share.
This is 12.5% above the NTS offer of 240 a share and a 54% premium to a 30-day volume-weighted average share price for the NRS share before the date of the NTS the bid.
SalMar, which owns 50% of Scottish Sea Farms, said it has ‘significant synergies’ with NRS, with overlapping interests in Northern Norway, the West Fjords of Iceland and offshore.
Its offer values the outstanding shares in NRS at approximately NOK 11,764 million. NTS’s improved bid, made last week, valued the company at NOK 10,000 million.
NTS upped its offer after the NRS board recommended shareholders reject the previous proposal. NTS agreed to acquire in total 378,883 shares at NOK 240 per share, up from NOK 209 a share.
NTS, parent company of another salmon farmer, Midt-Norsk Havbruk, acquired 14.45% of NRS in a share swap with fish farmer Måsøval in June.
That took the NTS stake and the 3.72% shareholding owned by NTS’s largest owner, Helge Gåsø, to a total of 34.57%, which triggered a mandatory offer obligation on all NRS shares that are not owned by NTS, Midt-Norsk Havbruk or Gåsø’s holding company, Gåsø Næringsutvikling.
In acquiring NRS, NTS would have become one of Norway’s biggest salmon farmers, with an estimated production of 100,000 tonnes in Norway over a three to five year period.
SalMar has requested that the board of directors of NRS uses the authorisation granted to them at the annual general meeting of the company in May to carry out a private placement of up to 4,357,219 new shares directed towards the superior bidder.
Explaining its rationale for the move, SalMar outlined several shared interests with Norway Royal Salmon.
‘NRS’s new smolt facility in Dåfjord outside Tromsø, together with SalMar’s existing smolt capacity and the Senja 2 and Tjuin facilities that are under construction, will be valuable resources that can guarantee delivery of the right smolt at the right time, which in turn will facilitate for improved biological results throughout the value chain.
‘A possible combination of Icelandic Salmon (controlled by SalMar) and Arctic Fish (controlled by Norway Royal Salmon), both operating in the West Fjords of Iceland, will enable realisation of considerable synergies through, for example, improved operations at sea and an optimal structure in the value chain on land, including smolt, processing and sales.
‘Both SalMar and Norway Royal Salmon have made significant investments in offshore related farming technology, creating a large synergy potential. The parties will together be a strong force in the further development and realisation of offshore farming.’
The offer period will be four weeks. Carnegie is acting as financial advisor and Advokatfirmaet Thommessen is acting as legal advisor to SalMar.