Aker BioMarine — M&A Activity 2010

Sep 3, 2010

Aker BioMarine and Lindsay Goldberg to form 50/50 joint venture

An affiliate of Lindsay Goldberg LLC (“LG” or “Lindsay Goldberg”) – a New York-based private investment firm with approximately USD 10 billion of equity capital under management and a long-term investment horizon of up to 20 years – has entered into an agreement with Aker BioMarine ASA (“AKBM” or “Aker BioMarine”) to acquire 50% of all outstanding shares in a newly established joint venture company (“NewCo”) that will own Trygg Pharma AS and Natural Nutrition Development Ltd AS (“NND”), both wholly owned subsidiaries of Aker BioMarine. Lindsay Goldberg will pay up to NOK 280 million for the 50% stake in NewCo, of which NOK 140 million is paid upfront and another NOK 140 million is subject to certain development milestones.

“We are very pleased to enter into a long-term partnership with such a professional, competent, and experienced private investment firm as Lindsay Goldberg,” said Kjell Inge Røkke, Chairman of Aker BioMarine. “It is a recognition of the research and development that has been done in Aker BioMarine and we look forward to continuing this journey together with Lindsay Goldberg.”

“We are excited about the partnership with Aker BioMarine,” said Dr. Egil Bodd, Managing Partner of Lindsay Goldberg Nordic, Lindsay Goldberg’s affiliate partner in the Nordic region. “The Aker system has extensive experience in the processing of marine products, which will be critical to a successful business going forward. Lindsay Goldberg’s objective is to partner with exceptional owners and managers of enterprises with significant long-term growth potential. This is such an opportunity.”

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Trygg Pharma AS will enter into a license agreement with Aker BioMarine under which it will be granted the exclusive right to develop krill-derived active pharmaceutical ingredients based on Aker BioMarine's intellectual property platform. Trygg Pharma AS will pay Aker BioMarine a royalty of net in-market sales on all future products developed under the license. As part of the agreement, Trygg Pharma AS will have an obligation to source its entire future requirement of krill-derived raw material from Aker BioMarine, on market terms.

NND is involved in research, development, manufacturing, marketing, and sales of omega-3 concentrates for the nutritional supplements market. Its plant in Hovdebygda has laboratory and production facilities for testing, development, and manufacturing of fatty acids and omega-3 concentrates. NND has 17 employees, and Trygg Pharma AS has 6 employees.

Aker BioMarine's net financial gain after transaction costs and fees for the sale of 50% of NewCo to Lindsay Goldberg will be approximately NOK 360 million. The estimated gain is based on management's assessment of the fair value of consideration received from Lindsay Goldberg. The gain will be recognized in the consolidated financial statements of Aker BioMarine at the time of closing.

Aker BioMarine's krill operations will be unaffected by Trygg Pharma save for potential future sale of krill raw material to Trygg Pharma. Trygg Pharma will be established with its own management team and staff and be operated separately from Aker BioMarine. Aker BioMarine and Lindsay Goldberg will each nominate three board members to the board of the joint venture company. Following completion of the transaction, Aker BioMarine will account for its 50% holding in Trygg Pharma using the equity method.

Natural Nutrition Development Ltd AS
NOK thousands

	2007	2008	2009	1H 2010
Operating revenues	924	950	4 612	2 904
EBITDA	734	553	-12 239	-9 646
EBIT	563	368	-27 126	-13 630
Net result	211	-13	-31 776	-15 408
Total assets	6 513	7 110	71 163	63 187

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Trygg Pharma AS*
NOK thousands

	2007	2008	2009**	1H 2010
Operating revenues	-	-	-	-
EBITDA			-11	-13 477
EBIT	-	-	-30	-13 491
Net result	-	-	-31	-13 493
Total assets	-	-	144	640

• Company established June 23 2009
  ** June 23 2009 - December 31 2009

Aaron Kramer will leave his position as Aker BioMarine's President of Pharmaceuticals and Omega-3 Concentrates to become CEO of Trygg Pharma. Kramer has been part of Aker BioMarine's management team since 2007, and was previously with the business strategy group at Merck & Co. and the pharmaceutical and medical products practice at McKinsey & Co.

Dr. Egil Bodd will become Chairman of Trygg Pharma. Prior to assuming his current position as Managing Director of Lindsay Goldberg Nordic, Dr. Bodd spent more than ten years at Merck & Co. His last position was Vice President of Europe, Middle East, and Africa. In addition, he has been CEO of Pronova Biocare (now Pronova BioPharma) and currently serves on the board of several companies including Synnøve Finden, Sørlandschips, and Lundbeck (Denmark).

Simultaneous with the entering into of the agreement between Aker BioMarine and Lindsay Goldberg, Trygg Pharma AS entered into an agreement to purchase Epax Holding AS ("Epax") from Austevoll Seafood ASA, cf. the separate notice of today, which will make Epax part of the new joint venture.

The transaction is subject to customary closing conditions, including receipt of all necessary approvals from relevant competition authorities and the fulfillment of the conditions to the closing of the acquisition of Epax. Closing is expected to take place in Q4 2010.

The law firm BA-HR has acted as legal advisor to Aker BioMarine and the law firms Weil Gotshal and Schjødt have acted as legal advisor to Lindsay Goldberg.

For further information regarding Trygg Pharma, please contact:
Egil Bodd, Chairman of the board, Trygg Pharma, tel.: +47 900 20 341
Aaron Kramer, CEO, Trygg Pharma, tel.: +47 916 30 130

For further information regarding Aker BioMarine, please contact:
Fredrik Nygaard, CFO and IR contact, Aker BioMarine, tel.: +47 24 13 00 00