SalMar ASA

M&A Activity • Dec 21, 2022

NTS ASA - Final day of offer period for the mandatory offer by SalMar ASA

NTS ASA - Final day of offer period for the mandatory offer by SalMar ASA

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, 21 December 2021

Reference is made to the offer document dated 22 November 2022 (the "Offer

Document") for the mandatory offer by SalMar ASA (the "Offeror" or "SalMar") to

acquire all outstanding shares (the "Shares") in NTS ASA (the "Company") not

already owned by the Offeror (the "Offer") against consideration in cash of NOK

75.48184 per Share.

The acceptance period for the Offer expires today at 16:30 hours (CET).

Shareholders who want to accept the Offer, and have not already done so, must

fill out and return the acceptance form which is included in the Offer Document

by 16:30 hours (CET) today, 21 December 2022. There will be no further

extensions of the Offer Period. The Offer may only be accepted on the basis of

the Offer Document.

Arctic Securities AS is acting as receiving agent for the Offer. Subject to

regulatory restrictions in certain jurisdictions, the Offer Document is also

available at the following webpage: www.arctic.com/offerings , and may be

obtained free of charge during ordinary business hours at the offices of the

receiving agent, Arctic Securities AS, Haakon VIIs gate 5, 0161 Oslo, Norway.

Arctic Securities AS acts as financial advisor and receiving agent for the Offer

and Advokatfirmaet BAHR AS acts as legal advisor to SalMar in connection with

the Offer.

For further information, please contact:

Håkon Husby, Head of IR SalMar

Tel: +47 936 30 449

Email: hakon.husby@salmar.no

This information is information required to be made public pursuant to section

5-12 of the Norwegian Securities Trading Act

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.

***

The Offer and the distribution of this announcement and other information in

connection with the Offer may be restricted by law in certain jurisdictions.

When published, the Offer Document and related acceptance forms will not and may

not be distributed, forwarded or transmitted into or within any jurisdiction

where prohibited by applicable law, including, without limitation, Canada,

Australia, New Zealand, South Africa, Hong Kong and Japan. The Offeror does not

assume any responsibility in the event there is a violation by any person of

such restrictions. Persons into whose possession this announcement or such other

information should come are required to inform themselves about and to observe

any such restrictions.

This announcement is not a tender offer document and, as such, does not

constitute an offer or the solicitation of an offer to acquire the Shares.

Investors may accept the Offer only on the basis of the information provided in

the Offer Document. Offers will not be made directly or indirectly in any

jurisdiction where either an offer or participation therein is prohibited by

applicable law or where any tender offer document or registration or other

requirements would apply in addition to those undertaken in Norway.

Notice to U.S. Holders

U.S. Holders (as defined below) are advised that the Shares are not listed on a

U.S. securities exchange and that the Company is not subject to the periodic

reporting requirements of the U.S. Securities Exchange Act of 1934, as amended

(the "U.S. Exchange Act"), and is not required to, and does not, file any

reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.

The Offer will be made to holders of Shares resident in the United States ("U.S.

Holders") on the same terms and conditions as those made to all other holders of

Shares of the Company to whom an offer is made. Any information documents,

including the Offer Document, will be disseminated to U.S. Holders on a basis

comparable to the method that such documents are provided to the Company's other

shareholders to whom an offer is made. The Offer will be made by the Offeror and

no one else.

The Offer will be made to U.S. Holders pursuant to Section 14(e) and Regulation

14E under the U.S. Exchange Act as a "Tier II" tender offer, and otherwise in

accordance with the requirements of Norwegian law. Accordingly, the Offer will

be subject to disclosure and other procedural requirements, including with

respect to the offer timetable, settlement procedures and timing of payments,

that are different from those that would be applicable under U.S. domestic

tender offer procedures and law.

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the

Offeror and its affiliates or brokers (acting as agents for the Offeror or its

affiliates, as applicable) may from time to time, and other than pursuant to the

Offer, directly or indirectly, purchase or arrange to purchase, Shares or any

securities that are convertible into, exchangeable for or exercisable for such

Shares outside the United States during the period in which the Offer remains

open for acceptance, so long as those acquisitions or arrangements comply with

applicable Norwegian law and practice and the provisions of such exemption. To

the extent information about such purchases or arrangements to purchase is made

public in Norway, such information will be disclosed by means of an English

language press release via an electronically operated information distribution

system in the United States or other means reasonably calculated to inform U.S.

Holders of such information. In addition, the financial advisors to the Offeror

may also engage in ordinary course trading activities in securities of the

Company, which may include purchases or arrangements to purchase such

securities.

Neither the SEC nor any securities supervisory authority of any state or other

jurisdiction in the United States has approved or disapproved the Offer or

reviewed it for its fairness, nor have the contents of the Offer Document or any

other documentation relating to the Offer been reviewed for accuracy,

completeness or fairness by the SEC or any securities supervisory authority in

the United States. Any representation to the contrary is a criminal offence in

the United States.