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TAR - BIOFISH HOLDING AS Last day of acceptance period for offer by Langøylaks to acquire all outstanding shares and warrants

Company: BioFish Holding AS Date: 2025-06-20 Language: Norwegian Register to download
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 BIOFISH HOLDING AS Last day of acceptance period for offer by Langøylaks to acquire all outstanding shares and warrants

# BIOFISH HOLDING AS Last day of acceptance period for offer by Langøylaks to acquire all outstanding shares and warrants

NOT FOR DISTRIBUTION, RELEASE OR PUBLICATION, IN WHOLE OR IN PART, IN OR INTO  

AUSTRALIA, CANADA, HONG KONG; NEW ZEALAND, SOUTH AFRICA, JAPAN OR ANY OTHER  

JURISDICTION IN WHICH THE DISTRIBUTION, RELEASE OR PUBLICATION WOULD BE  

UNLAWFUL OR REQUIRE PRIOR APPROVAL  

  

Ljones, 20 June 2025: Reference is made to the stock exchange announcement  

published on 6 June 2025, regarding the launch of a recommended voluntary cash  

tender offer by Langøylaks Holding 2 AS ("Langøylaks" or the "Offeror") to  

acquire all outstanding shares of Biofish Holding AS (the "Company" or  

"BioFish") at a price of NOK 1.77 per Share and NOK 0.47 per Warrant (the  

"Offer"), as further set out in the offer document dated 6 June 2025 (the  

"Offer Document"). The board of BioFish has unanimously recommended that all  

shareholders accept the Offer.  

  

The acceptance period expires at 16:30 today, 20 June 2025, subject to any  

extension one or several times up until 15 August 2025. The complete terms and  

conditions for the Offer, including a description of the procedures for  

accepting the Offer, are set out in the Offer Document.  

  

Shareholders who want to accept the Offer must, prior to expiry of the  

acceptance period and in accordance with the procedures set out in the Offer  

Document, duly complete and return the acceptance form which is included in  

the Offer Document and which has also been distributed to shareholders as of 6  

June 2025 with a known address. The Offer Document is available on the  

receiving agent's webpage (subject to regulatory restrictions in certain  

jurisdictions): https://www.sb1markets.no/en/transactions/. Shareholders who  

own shares registered in the name of brokers, banks, investment companies or  

other nominees, must contact such persons to accept the Offer.  

  

The Offer is only capable of being accepted pursuant to the Offer Document.  

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.  

  

Advisers:  

  

Pareto Securities AS is acting as financial advisor and Advokatfirmaet Haavind  

AS is acting as legal advisor to the Company. Advokatfirmaet Wiersholm AS is  

acting as legal advisor and SpareBank 1 Markets AS is acting as financial  

advisor and receiving agent to the Offeror.  

  

Contacts  

  

Sondre Hagerup Johnsrud, CEO of Biofish Holding AS  

Mob: +47 975 79 321 Email: sondre.johnsrud@biofish.no  

  

Johnny Duedahl, CFO of Biofish Holding AS  

Mob: +47 982 06 833 Email: johnny@biofish.no  

  

About BioFish  

  

BioFish is a Norwegian independent producer of high-quality smolt and  

post-smolt. The Company has a RAS production facility in Ljones close to the  

Hardangerfjord on the west coast of Norway. Numerous Norwegian fish farming  

sites are located within one day of transport.  

  

\*\*\*  

  

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 in the United States should review  

"Notice to U.S. Holders" below. 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.  

  

Shareholders of the Company must rely upon their own examination of the Offer  

Document. Each Shareholder should study the Offer Document carefully in order  

to be able to make an informed and balanced assessment of the Offer and the  

information that is discussed and described therein. Shareholders should not  

construe the contents of this announcement as legal, tax or accounting advice,  

or as information necessarily applicable to each shareholder. Each Shareholder  

should seek independent advice from its own financial and legal advisors prior  

to making a decision to accept the Offer.  

  

No profit forecasts or estimates  

  

No statement in this announcement is intended as a profit forecast or profit  

estimate and no statement in this announcement should be interpreted to mean  

that earnings or earnings per Share for the current or future financial years  

would necessarily match or exceed the historical published earnings or earning  

per Share.  

  

Forward-looking statements  

  

This announcement, oral statements made regarding the Offer, and other  

information published by the Offeror and/or the Company may contain statements  

which are, or may be deemed to be, "forward looking statements". Such forward  

looking statements are prospective in nature and are not based on historical  

facts, but rather on current expectations and on numerous assumptions  

regarding the business strategies and the environment in which the group will  

operate in the future and are subject to risks and uncertainties that could  

cause actual results to differ materially from those expressed or implied by  

those statements. The forward-looking statements contained in this  

announcement relate to the group's future prospects, developments and business  

strategies, the expected timing and scope of the Offer and other statements  

other than historical facts. In some cases, these forward looking statements  

can be identified by the use of forward looking terminology, including the  

terms "believes", "estimates", "will look to", "would look to", "plans",  

"prepares", "anticipates", "expects", "is expected to", "is subject to",  

"budget", "scheduled", "forecasts", "synergy", "strategy", "goal",  

"cost-saving", "projects" "intends", "may", "will" or "should" or their  

negatives or other variations or comparable terminology. Forward-looking  

statements may include statements relating to the following: (i) future  

capital expenditures, expenses, revenues, earnings, synergies, economic  

performance, indebtedness, financial condition, dividend policy, losses,  

contract renewals and future prospects; (ii) business and management  

strategies and the expansion and growth of the Company's operations; and (iii)  

the effects of global economic and political conditions and governmental  

regulation on the Company's business. By their nature, forward-looking  

statements involve risk and uncertainty because they relate to events and  

depend on circumstances that will occur in the future. These events and  

circumstances include changes in the global, political, economic, business,  

competitive, market and regulatory forces, future exchange and interest rates,  

changes in tax rates and future business combinations or disposals. If any one  

or more of these risks or uncertainties materialises or if any one or more of  

the assumptions prove incorrect, actual results may differ materially from  

those expected, estimated or projected. Such forward looking statements should  

therefore be construed in the light of such factors. Neither the Company nor  

the Offeror nor any member of their respective groups, nor any of their  

respective members, associates or directors, officers or advisers, provides  

any representation, assurance or guarantee that the occurrence of the events  

expressed or implied in any forward-looking statements in this announcement  

will actually occur. Given these risks and uncertainties, potential investors  

should not place any reliance on forward looking statements.  

  

The forward-looking statements speak only at the date of this document. All  

subsequent oral or written forward-looking statements attributable to any  

member of the Company group, the Offeror or any member of their respective  

group, or any of their respective members, associates, directors, officers,  

employees or advisers, are expressly qualified in their entirety by the  

cautionary statement above.  

  

The Company, the Offeror and each member of their respective groups expressly  

disclaim any obligation to update such statements other than as required by  

law or by the rules of any competent regulatory authority, whether as a result  

of new information, future events or otherwise.  

  

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 is made to U.S. Holders under the U.S. Exchange Act as a "Tier I"  

tender offer, and otherwise in accordance with the requirements of Norwegian  

law. Accordingly, the Offer is subject to disclosure and other procedural  

requirements 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.  

  

This information is subject to disclosure under the Norwegian Securities  

Trading Act, §5-12. The information was submitted for publication at  

2025-06-20 07:30 CEST.