Cermaq ASA : Cermaq continues process to deliver shareholder value. Receives NOK 6.2 billion offer for EWOS from investor group

The offer of NOK 6.2 billion implies an enterprise value of 10 times the market consensus EBIT for EWOS in 2013. Cermaq assesses this offer to be substantially higher than the implicit value of EWOS in the historical valuation of the Cermaq share as well as in the offer from Marine Harvest.

Based on the recommendation of the Board of Cermaq ASA ("Cermaq") on 13 June 2013 not to accept Marine Harvest ASA's ("Marine Harvest") offer to acquire all shares in Cermaq, Cermaq has worked on alternative transactions to realize what the Board believes best reflects the full value of the company. There have been options presented for the acquisition of both the whole and parts of the company from both industrial and financial players.

Cermaq has today informed the private equity companies Altor and Bain Capital* (the "Investor Group") that their offer to purchase EWOS for a total enterprise value of NOK 6.2 billion is considered sufficiently interesting for Cermaq to initiate a process with the aim to conclude a final agreement.

The offer is made subject to the completion of debt financing, but the Investor Group has in its offer written confirmation of interest from solid Nordic and international banks to finance the transaction. In line with the received offer Cermaq intends to provide the Investor Group exclusive access to EWOS management for a period of 3 weeks for a confirmatory review of the companies to complete the financing. The review will take place from a time to be agreed between the parties.

If the transaction is completed, Cermaq will be able to free up significant funds. These will be used to reduce the debt in order to ensure a continued solid capital structure and compliance with all loan commitments for the remaining operations and to realize an extraordinary dividend to shareholders. Based on the offer the company expects an extraordinary distribution to Cermaq shareholders of around NOK 4-5 billion, or between NOK 43 and NOK 54 per share. The estimated timing and size of the dividend will be presented before the completion of the transaction.

As a result of the existence of a voluntary offer to acquire all shares in Cermaq, the Board, in accordance with the Securities Trading Act, will convene an extraordinary general meeting to decide on the implementation of the transaction. The decision will require more than 50% of the votes at the General Meeting.

The Cermaq Board believes that a sale of EWOS at the above mentioned terms will be an important step to realize the values in Cermaq for the shareholders. After a potential completion of a definitive agreement to sell EWOS, the Board will continue its efforts to further develop the company's significant farming activities in Norway, Canada and Chile. It is expected that a sale of EWOS also will contribute to demonstrate the value of the farming operations. Cermaq supports a further consolidation of the farming industry in selected geographical areas and will consider various solutions to further develop the company's strong position.

The Board is aiming to shortly convene an extraordinary general meeting to ensure that a binding agreement with the Investor Group can be completed in mid-July 2013. The transaction is not expected to involve any issues in relation to competition regulation.

Based on the received offer the Board reiterates its recommendation to the shareholders to not accept the present offer from Marine Harvest.

* Altor Fund III GP Limited («Altor»), Bain Capital Europe, LLP and associated companies («Bain Capital»)

For further information please contact:

CEO Jon Hindar          phone [phone]  mobile: [phone]

CFO Tore Valderhaug  phone [phone]  mobile: [phone] 

 

About Cermaq - Cermaq is an international group of companies with activities in fish farming, production of salmonid feed and research in aquaculture. Cermaq has operations in Norway, Chile, Canada, Scotland, the main geographic regions for salmon and trout farming, and in Vietnam. Through its business unit EWOS, Cermaq ranks as the world's largest producer of feed for salmonids. The business unit Mainstream is one of the world's leading farming companies of salmon and trout. The group had sales of around NOK 11.8 billion in 2012. Cermaq is listed on the Oslo stock exchange with ticker code CEQ. www.cermaq.com

This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act)

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Source: Cermaq ASA via Thomson Reuters ONE

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