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Aker BioMarine M&A Activity 2010

Sep 3, 2010

3527_rns_2010-09-03_2166e1e7-5c8d-4387-9ce4-570a88f0bf4a.pdf

M&A Activity

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Trygg Pharma acquires Epax from Austevoll Seafood

Trygg Pharma AS – a company that will be jointly owned by Aker BioMarine ASA and an affiliate of Lindsay Goldberg LLC through a newly established joint venture company (cf. the separate notice of today) – has entered into an agreement to acquire 100% of the shares in Epax Holding AS (together with its subsidiaries “Epax”), a wholly owned subsidiary of Austevoll Seafood ASA. Epax is the world's premier high concentrate omega-3 supplement manufacturer. Epax employs a total of 74 people.

Epax Group (Epax AS, Epax Lipro AS and Epax Holding AS)

NOK thousands

2007 2008 2009 1H 2010
Operating revenues 218 073 304 639 315 020 174 788
EBITDA 73 953 86 127 90 160 50 469
EBIT 61 998 69 450 67 481 38 520
Net result 31 131 38 119 39 525 25 178
Total assets 457 401 570 567 628 791 618 684

Trygg Pharma AS has agreed to pay NOK 561 million for the shares, and will in addition assume the net interest bearing debt of Epax. As of 31 December 2009, Epax' net interest bearing debt was NOK 314 million. Trygg Pharma AS will receive the result from the operations in Epax from 1 January 2010. The purchase price will carry an interest of 6% p.a. from 20 September 2010 until completion of the transaction. In 2009, Epax' revenues were NOK 315 million and EBITDA was NOK 90 million.

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"Epax truly represents the finest of Norway's fish oil manufacturing traditions," said Aaron Kramer, who will assume the position as CEO of Trygg Pharma. "The people at Epax have done a tremendous job in developing the company under dedicated Austevoll ownership, and we are excited to couple our team at Hovdebygda with the exceptional experience and competence in Epax to make further progress in the field of omega-3. We believe that the omega-3


supplement market will continue to have strong global market growth and Epax is very well positioned in the premium quality segment."

Under its new ownership, Epax will immediately invest significantly in expanding the capacity of the factory in Ålesund, Norway. Trygg Pharma will also strengthen its development and production site in Hovdebygda. Trygg Pharma's proprietary technology will be deployed to enable manufacturing of the next generation of omega-3 concentrates, thereby realizing the synergies between the companies.

"Epax is fortunate to get an owner that will invest significantly in people, products, processes, and technology in Ålesund," said Bjørn Refsum, who is currently CEO of Epax and will continue as Managing Director of Epax and EVP of Manufacturing of Trygg Pharma. "I am impressed with the technology and people at Trygg Pharma, and I am certain that we are stronger together than by ourselves. The planned capacity expansion means that our customers can rest assured that Epax will be able to grow with them in the future."

As part of the agreement between Trygg Pharma AS and Austevoll Seafood, Epax has entered into a long-term supply agreement with Austral S.A., a subsidiary of Austevoll Seafood. The agreement will secure supply of the highest quality crude fish oil, which is a prerequisite to manufacture Epax' premium quality omega-3 supplements.

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

The Board of Directors in Aker BioMarine ASA will propose a rights issue in the amount of approximately NOK 250 million to finance Aker BioMarine's funding of its obligations in connection with the acquisition of Epax, cf. the separate notice of today.

For further information regarding Trygg Pharma and Epax, 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

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