Mowi ASA

M&A Activity • Jan 19, 2015

Marine Harvest ASA to merge Marine Harvest Chile with AquaChile

Marine Harvest ASA to merge Marine Harvest Chile with AquaChile

The Board of Directors of Marine Harvest ASA is pleased to announce that it has

entered into a Conditional Transaction Agreement (CTA) with Empresas AquaChile

S.A (hereinafter AquaChile) to merge Marine Harvest Chile S.A with AquaChile.

The surviving entity will be AquaChile and AquaChile will continue to be listed

on the Santiago Stock Exchange on a stand-alone basis.

Transaction

Marine Harvest Chile, including recently acquired Acuinova (asset purchase),

will be merged into AquaChile with a net interest bearing debt of USD 65

million. Upon completion of the merger Marine Harvest ASA will own 42.8% of

AquaChile.

In conjunction with the merger, Marine Harvest has agreed on a standstill

position of its ownership in AquaChile until 15 June 2016. From 15 June 2016

until 15 June 2017, Marine Harvest will have the option to acquire further

shares in AquaChile through a tender offer that at a minimum will give Marine

Harvest an ownership interest of 55.0%. The price in such a tender offer will be

the higher of USD 0.8856 per share and the prevailing stock market price at that

time. Inversiones Patagonia (controlled by the Puchi family) and Holding

Salmones (controlled by the Fischer family), each controlling approximately 33%

of AquaChile prior to the merger, have agreed to tender a number of shares that

will secure Marine Harvest an ownership interest of a minimum of 55% if the

aforementioned tender offer is launched. After 15 June 2017, the respective

standstill and tender offer obligations of Marine Harvest, Inversiones Patagonia

and Holding Salmones expire entirely.

The parties have agreed that the business combination will be executed in a way

such as to maximize both companies' competitive advantages and expertise, in

order to run sustainable salmonids farming operations with a focus on enhancing

complementary areas of competence and experience. The combined entity will be

the sole vehicle through which AquaChile and Marine Harvest will develop their

aquaculture business in the Americas (with the exception of Canada).

Mr. Victor Hugo Puchi will remain as Chairman of the combined entity and will

lead the current management teams through the merger and business combination

process.

The merger is, among other things, subject to execution of definitive

transaction documentation, due diligence, approvals from relevant competition

authorities, together with a final approval by the Board of Directors of Marine

Harvest ASA and the Board of Directors and the General Meeting of AquaChile and

Marine Harvest Chile S.A. The tentative closing date would be in Q3 2015.

Industrial rationale

AquaChile and Marine Harvest Chile had a combined production of 165 thousand

tons GWT of salmon and 19 thousand tons WFE of tilapia in 2014. The merged

entity is expected to have a production capacity of approximately 260 thousand

tons GWT of salmon and 25 thousand tons WFE of Tilapia.

The combination will be an important part of further improving the

sustainability of Chilean salmon production through better risk management

control and optimization of logistics which in turn is expected to lead to

improved fish health and more efficient production.

In a comment, Marine Harvest Chairman Ole-Eirik Lerøy says:

-The merger between AquaChile and Marine Harvest Chile is in line with Marine

Harvest's strategy of forming a world leading integrated protein group. Our

already strong position within salmon farming in Chile will be further

strengthened and the combination of these excellent companies will form a very

efficient Chilean entity that also will benefit the entire Chilean industry from

a sustainability point of view. The Board believes that such a strategy will

provide significant operational benefits, as well as improving and stabilizing

the long term earnings for the Group.

LarrainVial is acting as financial advisor for Marine Harvest ASA, and Claro &

Cia and Advokatfirma Wiersholm AS are acting as legal advisors.

For queries, please contact:

Alf-Helge Aarskog (CEO) +47 905 97 529

Ivan Vindheim (CFO) +47 958 71 310

Forward-looking Statements

This press release may be deemed to include forward-looking statements, such as

statements that relate to the production capacity of the acquired assets, the

expected 2015 harvest volume of the acquired assets, the expected benefits of

the transaction for Marine Harvest and the industry, management of the combined

entity, Marine Harvest's market position and strategy and the expected closing

of the transaction and its timing. Forward-looking statements are typically

identified by words or phrases, such as "expect" and similar expressions or

future or conditional verbs such as "may," "will," "may", "should," "would," and

"could." Forward-looking statements are Marine Harvest's current estimates or

expectations of future events or future results. Actual results could differ

materially from those indicated by these statements because the realization of

those results is subject to many risks and uncertainties, including operational

factors that may affect the production capabilities of the assets subject to the

transaction, failure to satisfy conditions precedent for the acquisition,

failure to integrate the assets into a single business, and other operating

risks that the combined businesses will face. All forward-looking statements

included in this press release are based on information available at the time of

the release, and Marine Harvest assumes no obligation to update any forward-

looking statement.

This information is subject of the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

[HUG#1887886]