SalMar - Merger between SalMar and NRS completed – new share capital
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Frøya, 7 November 2022
Reference is made to the stock exchange announcement made by SalMar ASA (“SalMar”) on 31 October 2022 in connection with the recommended voluntary offer by SalMar (the "Offeror") to acquire all outstanding shares in NTS ASA (“NTS”) (the "Offer") and the merger between SalMar and Norway Royal Salmon ASA (“NRS”) (the “Merger”).
The Merger has after close of trading on Oslo Børs today (the “Merger Effective Date”) been completed by registration in the Norwegian Register of Business Enterprises. Consequently, the last day of trading in the NRS shares was today. The Merger contemplates that SalMar will absorb all assets, rights and obligations of NRS and that NRS is dissolved. Shareholders of NRS will receive merger consideration consisting of 0.303933 shares in SalMar and NOK 52.84 in cash for each share in NRS they own as at the expiry of the Merger Effective Date, as such shareholders appear in NRS’ shareholders register with Euronext Securites Oslo (VPS) as at the expiry of 9 November 2022 (the record date for the Merger).
The merger consideration shares are expected to be delivered to eligible recipients’ securities accounts with the VPS on 11 November 2022. Any trades by investors prior to delivery of the merger consideration shares must be carried out in compliance with applicable short sale and other regulations.
As a result of the Merger, SalMar has issued 17,851,550 new shares as merger consideration, and its new share capital is NOK 33,912,887.25 divided into 135,651,549 shares each share with a par value NOK 0.25.
Reference is made to the stock exchange announcement from SalMar on 31 October 2022 for information on settlement of the Offer.
Arctic Securities AS acts as financial advisor and receiving agent and Advokatfirmaet BAHR AS acts as legal advisor to SalMar.
For further information, please contact:
Håkon Husby, head of IR SalMar
Tel: +47 936 30 449
This information is information required to be made public pursuant to the EU Market Abuse Regulation and section 5-12 of the Norwegian Securities Trading Act. The information was submitted by Håkon Husby at 20:00 (Norwegian time) on 7 November 2022.
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.
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