Mowi ASA

M&A Activity • Jan 24, 2022

Mowi ASA announces intention to launch voluntary offer for NTS ASA at NOK 110 per share

Mowi ASA announces intention to launch voluntary offer for NTS ASA at NOK 110 per share

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Mowi ASA announces intention to launch voluntary offer for NTS ASA at NOK 110

per share

24 January 2022 - Mowi ASA is pleased to announce that it intends to launch an

offer to acquire all of the shares of NTS ASA at NOK 110 per share, to be

settled 50 % in cash and 50 % in shares issued in Mowi.

Mowi has followed the NTS Group for several years and is impressed by how the

employees, management team and owners have developed the NTS Group into one of

the leading producers of Atlantic salmon in Norway and Iceland. From a strong

foundation in Central Norway, the NTS Group has grown into a fully integrated

salmon farmer, producing 84 thousand GWT(1) in production areas 7 to 12 in

Norway and Iceland. The NTS Group also holds 7.7 development licenses in Arctic

Offshore Farming, and the aqua service company Frøy ASA.

"NTS' geographical footprint and competent organisation fit unusually well with

Mowi's current operations and strategy. Together, we can maintain and create new

jobs and further develop competence clusters along the Norwegian coastline, for

the benefit of local communities", says Ivan Vindheim, CEO of Mowi.

About the offer

The offer implies a total consideration for all of the shares of NTS of

approximately NOK 13.8 billion. The offer price represents a premium of 18.3%

over the closing price of the shares on 14 January 2022(2) of NOK 93.0 and a

premium of 23.9% over the average volume weighted share price during the last

30 trading days up to and including 14 January 2022 of NOK 88.8. The value of

the consideration shares shall be based on the volume-weighted average price of

shares in Mowi last 20 trading days prior to the launch of the offer.

The complete details of the offer, including all terms and conditions, will, if

launched, be described in an offer document to be sent to NTS' shareholders

following review and approval by Oslo Stock Exchange. The offer will be subject

to fulfilment or waiver by Mowi of (among other) the following conditions, and

Mowi reserves the right not to launch the offer should it become clear that any

of these will not be fulfilled or if other prescribed reasons apply:

(i) shareholders representing more than 50% of the share capital and voting

rights of NTS on a fully diluted basis accept the offer, (ii) no material

adverse change in the NTS Group has occurred, (iii) no legal action, court or

other governmental, regulatory authority of competent jurisdiction or other

third party shall have taken or threatened to take any form of legal action,

relevant for the offer, (iv) no changes in the share capital of NTS or any

distributions to the shareholders of NTS, has occured, (v) no material

transactions involving the NTS Group, or any resolutions to merge or demerge NTS

or any of its subsidiaries, or to acquire or sell any material assets of the NTS

Group, nor transactions that will trigger the Norwegian Securities Trading Act

section 6-1 (2), has occurred, and the acquisition by NRS of SalmoNor shall not

be completed, (vi) NTS shall conduct its business in the ordinary course, (vii)

no announcement shall have been made of any offer for the shares in NTS with a

higher offer price than the offer price, and (viii) Mowi has conducted a

confirmatory due diligence of the NTS Group.

The offer will not be subject to any conditions relating to the obtaining of any

antitrust approvals.

SpareBank 1 Markets is acting as financial advisor to Mowi.

For further information, please contact:

Ivan Vindheim, CEO, + 47 958 71 310

Kim Galtung Døsvig, IRO, + 47 908 76 339

About Mowi

Mowi is the world's leading seafood company and the largest producer of Atlantic

salmon in the world, producing 466 thousand GWT annually. In Norway, Mowi

produces 273 thousand GWT in production area 1-12, with an end-to-end supply

chain. Mowi employs 12,000 people in 25 countries worldwide, and is listed on

the Oslo Stock Exchange. Mowi is ranked as the most sustainable animal protein

producer in the world by Coller FAIRR.

This information is subject to the disclosure requirements according to

section 5-12 of the Norwegian Securities Trading Act.

**

The distribution of this announcement and other information in connection with

the offer may be restricted by law in certain jurisdictions. If and 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, the United States,

Canada, Australia, New Zealand, Hong Kong and Japan. Mowi 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, if and when published. 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.

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(1) Gutted weight tonnes

(2) Last trading day before offer from a group of shareholders of NTS on 17

January 2022