SalMar ASA

M&A Activity • Mar 17, 2022

SalMar ASA announces commencement of the voluntary tender offer for all outstanding shares in NTS ASA

SalMar ASA announces commencement of the voluntary tender offer for all outstanding shares in NTS ASA

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR PURCHASE ANY OF THE SECURITIES DESCRIBED HEREIN.

Frøya, 17 March 2022 - Reference is made to the stock exchange notice on 14 February 2022 where it was announced that SalMar ASA ("SalMar" or the "Offeror") would launch a voluntary tender offer for all outstanding shares in NTS ASA (the “Company”) (the "Offer").

SalMar hereby announces the commencement of the Offer pursuant to terms and conditions set out in an offer document dated 17 March 2022 (the “Offer Document”).

Subject to the terms and conditions set out in the Offer Document, SalMar is offering a consideration per shares in the Company consisting of a combination of NOK 24 in cash and 0.143241 shares in Salmar, equaling a total of NOK 120 per share based on the closing price of the Salmar share on 11 February 2022 (subject to adjustment pursuant to the terms and conditions of the Offer).

The acceptance period in the Offer will commence at 09:00 hours CET on 18 March 2022 and expire at 16:30 hours CEST on 1 April 2022. The acceptance period can be extended by SalMar but will not be extended longer than until 29 April 2022.

SalMar has received irrevocable pre-acceptances of the Offer from shareholders which together own 62,985,376 shares in NTS equaling approximately 50.1% of the shares in the Company. This means that SalMar has received pre-acceptances for a number of shares that exceeds the minimum acceptance condition in the Offer.

The complete terms and conditions for the Offer, including a description of the procedures for accepting the Offer, is set out in the Offer Document. The Offer can only be accepted based on the Offer Document.

The Offer Document will be sent to all shareholders in the Company registered in the Company's shareholder register in Euronext VPS as of the date of the Offer Document who are resident in jurisdictions where the Offer Document may be lawfully distributed.

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 Advokatfirmaet BAHR AS acts as legal advisor to SalMar ASA in connection with the Offer.

Contacts

• Gustav Witzøe, CEO Tel: +47 911 47 834 E-mail: gustav.witzoe@salmar.no

• Trine Sæther Romuld, CFO & COO Tel: + 47 991 63 632 E-mail: trine.romuld@salmar.no

• Håkon Husby, Head of Investor Relations Tel: +47 936 30 449 E-mail: hakon.husby@salmar.no  

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.

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 (http://www.salmar.no) for more information about SalMar.

Important information

This 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 is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Offeror 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 Offeror is acting for anyone else than the Offeror, 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.