SALMAR – RECEIVED PRE-ACCEPTANCES OF THE VOLUNTARY OFFER TO PURCHASE ALL OUTSTANDING SHARES IN NTS ASA

By mcghee - February 17, 2022
352

[PRESS RELEASE] Frøya/Rørvik, February 16 2022:

Reference is made to the stock exchange notice published on 14 February 2022 (the “Stock Exchange Notice“) informing that SalMar ASA (“SalMar“) will launch a voluntary offer to purchase all outstanding shares in NTS ASA (“NTS” or the “Company“) at NOK 120 per share (the “Offer Price“) (the “Offer“), where it was announced that SalMar had received irrevocable pre-acceptances of the Offer from shareholders that together own 29 727 803 shares in NTS, equaling approximately 23.6 % of the outstanding shares in the Company, for all the shares they own (the “Announcement Pre-acceptances“).

SalMar has today received additional irrevocable pre-acceptances of the Offer, on the same terms as the Announcement Pre-acceptances, from Nils Williksen AS, TerBoLi Invest AS and Rodo Invest AS, which together own 33 257 573 shares in NTS, equaling approximately 26.5 % of the outstanding shares in the Company, for all the shares they own. SalMar has therefore, together with the Announcement Pre-acceptances, so far received irrevocable pre-acceptances of the Offer from shareholders that together own 62 985 376 shares in NTS, equaling approximately 50.1 % of the shares outstanding in the Company, for all the shares they own, which means that SalMar has received pre-acceptances for a number of shares that exceed the minimum acceptance closing condition (Closing Condition (i) as defined in the Stock Exchange Notice). The new pre-acceptances replace the support statements referred to in the Stock Exchange Notice.

Nils Williksen AS is a close associate to board member in NTS, Nils Martin Williksen, TerBoLi Invest AS is a close associate to board member in NTS, Vibecke Bondø, and Rodo Invest AS is a close associate to board member in NTS, Roald Dolmen.

Statements from the pre-accepting shareholders

Nils Martin Williksen, on behalf of Nils Williksen AS, says: “SalMar represents a very good industrial solution, also locally in Rørvik and Namdalen, so this is something we believe will serve all parties well. And with a large component of the consideration in SalMar shares, we are still in participating in the continued development of the business”.

Terje Bondø, on behalf of TerBoLi Invest AS, says: “We found a good industrial solution at a fair value. SalMar has a fantastic track record of local development, operational excellence and profitability, so we are confident that they will be a good partner to further develop this in a good way, and secure life on the quayside and lights in the homes”.

Roald Dolmen, on behalf of Rodo Invest AS, says: “Rodo is just one of 14 shareholders who wanted to sell, and the offer from SalMar was something that all of us could support. We believe in continued growth together with SalMar, and also are able to free up some capital that we can invest in our other business initiatives in the region”.

Advisors
Arctic Securities AS acts as financial advisor and Advokatfirmaet BAHR AS acts as legal advisor to SalMar ASA in connection with the Offer. Carnegie AS acts as financial advisor and Advokatfirmaet Thommessen AS acts legal advisor to the shareholders who have pre-accepted the Offer.

For additional information, please contact:
Gustav Witzøe, CEO
Tel: +47 911 47 834
E-mail: [email protected]

Trine Sæther Romuld, CFO & COO
Tel: + 47 991 63 632
E-mail: [email protected]

Håkon Husby, Head of Investor Relations
Tel: +47 936 30 449
E-mail: [email protected]

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 the Norwegian Securities Trading Act § 5-12.

This stock exchange notice was published by Håkon Husby, Head of Investor Relations at SalMar ASA, 16 February 2022 at 14:01.

About SalMar
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.

Important information:
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.

Forward-looking statements:
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.

The original press statement can be found on the SalMar website.