Rebekka Glasser Herlofsen, Cermap board chairperson. (Photo Credit: Cermaq/FIS)
NORWAYMonday, September 22, 2014, 22:40 (GMT + 9)
The Board of Directors of Cermaq ASA has entered into a Tender Offer Agreement with Mitsubishi Corporation whereby the latter, through its wholly-owned subsidiary MC Ocean Holdings Limited, will launch a voluntary cash offer to acquire the entire issued share capital of the former for NOK 96 (USD 15) per share in cash.
The offer values the total share capital of Cermaq at approximately NOK 8,880 million (USD 1.4 billion) on a fully diluted basis.
The Board of Directors of Cermaq has unanimously decided to recommend that its shareholders accept the offer. The recommendation will be made public through the Oslo Stock Exchange as an appendix to the offer document.
The offer price represents a 14.3 per cent premium to Cermaq's closing share price on 19 September 2014 and an 18.3 per cent premium to the three-month volume weighted average stock price on 19 September 2014, the last trading day prior to the announcement of Mitsubishi Corporation's offer.
"The Offer recognizes the financial and strategic value of Cermaq and delivers an attractive offer premium to the shareholders. In addition, Mitsubishi Corporation represents a strategic and industrial fit by strengthening Cermaq's presence and reach in the important Asian markets. Together Cermaq and Mitsubishi Corporation will become the world's second largest salmon farming company, set for further sustainable growth," says Rebekka Glasser Herlofsen, Chair of the Board of Directors of Cermaq.
"Mitsubishi Corporation is an internationally leading and highly respected diversified business group with a strong financial basis, offering considerable synergies within the seafood sector, and sharing many of the important values of Cermaq, including corporate social responsibility, commitment to sustainability and a long term perspective. Therefore, in our view, Mitsubishi Corporation is an attractive industrial owner of the Company, both for employees, customers and local communities in the regions where the company operates", she adds.
The complete details of the offer, including all terms and conditions, is included in an offer document expected to be distributed to Cermaq shareholders during week 39, following approval by the Oslo Stock Exchange.
The consummation of the offer is subject to satisfaction or waiver of certain conditions, including, without limitation, a minimum acceptance of at least 90 per cent or such lower percentage (not being less than 50 per cent) of the outstanding Cermaq shares as the offeror determines, regulatory approval by the competition authorities in Canada, Japan, France and Poland being obtained and no occurrence of a force majeure event causing material adverse effect.
The offer is not subject to any financing condition, and Mitsubishi Corporation has completed a satisfactory due diligence review of legal, financial and operational matters. Mitsubishi Corporation expects to close the transaction during November 2014.
Mitsubishi Corporation will build on Cermaq's current organization and employees, and Cermaq's headquarter will remain in Norway.
The Board of Directors of Cermaq has emphasized that the offer will be subject to potential competition in the market. The acceptance period will be four weeks (compared to a statutory minimum of two weeks), and the Board has reserved the right to assess alternative offers that are received in the acceptance period.
The Board will be entitled to withdraw its recommendation of the offer in the event that a superior competing offer is announced that is not matched by Mitsubishi Corporation within three business days from notice of the competing offer. Any such amendment or withdrawal of the recommendation will permit Mitsubishi Corporation to withdraw from the offer.
The offer values the total share capital of Cermaq at approximately NOK 8,880 million (USD 1.4 billion) on a fully diluted basis.
The Board of Directors of Cermaq has unanimously decided to recommend that its shareholders accept the offer. The recommendation will be made public through the Oslo Stock Exchange as an appendix to the offer document.
The offer price represents a 14.3 per cent premium to Cermaq's closing share price on 19 September 2014 and an 18.3 per cent premium to the three-month volume weighted average stock price on 19 September 2014, the last trading day prior to the announcement of Mitsubishi Corporation's offer.
"The Offer recognizes the financial and strategic value of Cermaq and delivers an attractive offer premium to the shareholders. In addition, Mitsubishi Corporation represents a strategic and industrial fit by strengthening Cermaq's presence and reach in the important Asian markets. Together Cermaq and Mitsubishi Corporation will become the world's second largest salmon farming company, set for further sustainable growth," says Rebekka Glasser Herlofsen, Chair of the Board of Directors of Cermaq.
"Mitsubishi Corporation is an internationally leading and highly respected diversified business group with a strong financial basis, offering considerable synergies within the seafood sector, and sharing many of the important values of Cermaq, including corporate social responsibility, commitment to sustainability and a long term perspective. Therefore, in our view, Mitsubishi Corporation is an attractive industrial owner of the Company, both for employees, customers and local communities in the regions where the company operates", she adds.
The complete details of the offer, including all terms and conditions, is included in an offer document expected to be distributed to Cermaq shareholders during week 39, following approval by the Oslo Stock Exchange.
The consummation of the offer is subject to satisfaction or waiver of certain conditions, including, without limitation, a minimum acceptance of at least 90 per cent or such lower percentage (not being less than 50 per cent) of the outstanding Cermaq shares as the offeror determines, regulatory approval by the competition authorities in Canada, Japan, France and Poland being obtained and no occurrence of a force majeure event causing material adverse effect.
The offer is not subject to any financing condition, and Mitsubishi Corporation has completed a satisfactory due diligence review of legal, financial and operational matters. Mitsubishi Corporation expects to close the transaction during November 2014.
Mitsubishi Corporation will build on Cermaq's current organization and employees, and Cermaq's headquarter will remain in Norway.
The Board of Directors of Cermaq has emphasized that the offer will be subject to potential competition in the market. The acceptance period will be four weeks (compared to a statutory minimum of two weeks), and the Board has reserved the right to assess alternative offers that are received in the acceptance period.
The Board will be entitled to withdraw its recommendation of the offer in the event that a superior competing offer is announced that is not matched by Mitsubishi Corporation within three business days from notice of the competing offer. Any such amendment or withdrawal of the recommendation will permit Mitsubishi Corporation to withdraw from the offer.
The majority owner of Cermaq, the Ministry of Trade, Industry and Fisheries will issue a separate announcement.
Fondsfinans AS is acting as financial advisor to Cermaq. Advokatfirmaet Schjødt AS is acting as legal advisors to Cermaq.
Fondsfinans AS is acting as financial advisor to Cermaq. Advokatfirmaet Schjødt AS is acting as legal advisors to Cermaq.