Masoval AS — M&A Activity 2021

Nov 17, 2021

Måsøval AS acquire 100% of the shares in Vartdal Invest AS' operational business

Måsøval AS acquire 100% of the shares in Vartdal Invest AS' operational business

17.11.2021 07:37:44 CET | Måsøval AS | Additional regulated information required

to be disclosed under the laws of a member state

Måsøval AS has entered into a share purchase agreement with Vartdal Invest AS to

acquire 100% of the shares in the entities Aquafarms Vartdal AS, Vartdal

Fiskeoppdrett AS, Urke Fiskeoppdrett AS, Western Seaproducts AS (processing) and

Vartdal Fryseri AS ("Vartdal Gruppen").

Vartdal Gruppen is a fully integrated salmon farmer with four licenses for

production of salmon in production area 5 ("PA 5") with a total maximum allowed

biomass ("MAB") of 3,120 tonnes1. The company has its own production of smolt

and post-smolt. The production of post-smolt is carried out at a land-based

facility utilizing salt water flowthrough technology. The post-smolt facility

has a capacity for 670 tonnes standing biomass which, sufficiently utilized,

will give an annual production at land of approximately 1,400 tonnes biomass

(live weight).

The transaction values Vartdal Gruppen at an enterprise value of NOK 1,521

million split with NOK 1,441 million for the salmon farming operations and NOK

80 million for the processing and freezing facilities. The transaction is fully

financed through debt facilities provided by Måsøval's main bank, DNB, as well

as a share settlement to the seller of 4,761,904 new shares in Måsøval AS valued

at NOK 42 per share. The seller, Vartdal Invest AS, has agreed to a lock-up

period for the consideration shares of 6 months from the closing date of the

transaction. The managers from Måsøval AS' IPO process, completed in June 2021,

has agreed to waive the lock up agreements entered into in order to facilitate

the issuance of the consideration shares to Vartdal Invest AS.

The acquisition of Vartdal Gruppen will eventually, provided full utilization of

resources, provide Måsøval an increased harvest in PA 5 of approximately 6,900

tonnes (HOG). This assumes integration with Måsøval's existing operations in the

area and sufficient utilization of the post-smolt capacity that Vartdal Gruppen

has established. On this basis the acquisition will give Måsøval a robust

production unit in PA 5 with a total yearly production of approximately 9,800

tonnes. Post-smolt will provide increased utilization of MAB for all production

in PA 5, as well as shorter production time and lower biological risk at sea.

Måsøval and Vartdal Gruppen will integrate routines for operations, planning and

biological control to realize synergies.

«The acquisition of Vartdal Gruppen is a testament to Måsøvals growth strategy,

as communicated during the IPO process in June 2021. This acquisition

strengthens our position in PA 5 and support our strategy in several areas. We

diversify the biological risk through expanding operations significantly in PA

5. Additionally, we secure access to mission critical infrastructure in terms of

solid locations with limited influence from sea lice and a good environment, as

well as significant post-smolt and processing capacity", says CEO Asle Rønning.

"I am satisfied with handing over my legacy to Måsøval AS. Måsøval has a great

platform to further develop the company and the workplaces. Måsøvals existing

volume in production area 5 will together with Vartdal Gruppen ensure improved

utilization of sites, smolt and processing facilities once it is integrated",

Ottar Vartdal comments about the transaction.

The transaction has been approved by the Board of Måsøval AS, but is subject to

approval from competition authorities, due diligence, as well as necessary

resolutions passed by the extraordinary general meeting of Måsøval AS in order

to increase the share capital and issue the consideration shares. As such the

closing of the transaction is expected to occur by end of Q4 2021. The notice

for the extraordinary general meeting in Måsøval AS will be distributed with

expected timing of a general meeting on or about 20 December 2021.

About Måsøval AS

Måsøval is a salmon farmer headquartered at Frøya in Trøndelag, Norway. The

companies salmon farming operations is carried out in Trøndelag and Møre og

Romsdal. Måsøval is 77% owned by Måsøval Eiendom which is fully owned by the

third generation of the Måsøval family. (Also see www.masoval.no -

http://www.masoval.no)

For more information:

Asle Rønning

CEO Måsøval AS

Tlf. 918 09 043

asle@masoval.no

Gunnar Aftret

CFO Måsøval AS

Tlf. 913 77 389

gunnar@masoval.no

1Production area 5 is subject to a downwards capacity adjustment of 6 % due to

the general biological risk profile in the area. The MAB of Vartdal Gruppen in

the area is on the basis of this 2,932 tonnes.

DISCLOSURE REGULATION

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

CONTACTS

* Gunnar Aftret, CFO, 91377389, gunnar@masoval.no

ABOUT MÅSØVAL AS

Måsøval is an integrated producer of Atlantic salmon with more than 50 years of

operational experience. Located in Central Norway in the region west of

Trondheim, Måsøval has both significant farming operations at sea and inhouse

smolt production. Through its majority ownership in the processing and

distribution company Pure Norwegian Seafood AS, Måsøval is processing and

exporting high quality Atlantic salmon to a global marketplace.

ATTACHMENTS

Download announcement as PDF.pdf -

https://kommunikasjon.ntb.no/ir-files/17847731/983/1287/Download%20announcement%

20as%20PDF.pdf

Acquisition of Vartdal Gruppen.pdf -

https://kommunikasjon.ntb.no/ir-files/17847731/983/1286/Acquisition%20of%20Vartd

al%20Gruppen.pdf