Cermaq ASA : Cermaq continues process to deliver shareholder value. Receives NOK 6.2 billion offer for EWOS from investor group
17 Giugno 2013 - 7:01AM
The offer of NOK 6.2 billion
implies an enterprise value of 10 times the market consensus EBIT
for EWOS in 2013. Cermaq assesses this offer to be substantially
higher than the implicit value of EWOS in the historical valuation
of the Cermaq share as well as in the offer from Marine
Harvest.
Based on the recommendation of the Board of Cermaq
ASA ("Cermaq") on 13 June 2013 not to accept Marine Harvest ASA's
("Marine Harvest") offer to acquire all shares in Cermaq, Cermaq
has worked on alternative transactions to realize what the Board
believes best reflects the full value of the company. There have
been options presented for the acquisition of both the whole and
parts of the company from both industrial and financial
players.
Cermaq has today informed the private equity
companies Altor and Bain Capital* (the "Investor Group") that their
offer to purchase EWOS for a total enterprise value of NOK 6.2
billion is considered sufficiently interesting for Cermaq to
initiate a process with the aim to conclude a final agreement.
The offer is made subject to the completion of
debt financing, but the Investor Group has in its offer written
confirmation of interest from solid Nordic and international banks
to finance the transaction. In line with the received offer Cermaq
intends to provide the Investor Group exclusive access to EWOS
management for a period of 3 weeks for a confirmatory review of the
companies to complete the financing. The review will take place
from a time to be agreed between the parties.
If the transaction is completed, Cermaq will be
able to free up significant funds. These will be used to reduce the
debt in order to ensure a continued solid capital structure and
compliance with all loan commitments for the remaining operations
and to realize an extraordinary dividend to shareholders. Based on
the offer the company expects an extraordinary distribution to
Cermaq shareholders of around NOK 4-5 billion, or between NOK 43
and NOK 54 per share. The estimated timing and size of the dividend
will be presented before the completion of the transaction.
As a result of the existence of a voluntary offer
to acquire all shares in Cermaq, the Board, in accordance with the
Securities Trading Act, will convene an extraordinary general
meeting to decide on the implementation of the transaction. The
decision will require more than 50% of the votes at the General
Meeting.
The Cermaq Board believes that a sale of EWOS at
the above mentioned terms will be an important step to realize the
values in Cermaq for the shareholders. After a potential completion
of a definitive agreement to sell EWOS, the Board will continue its
efforts to further develop the company's significant farming
activities in Norway, Canada and Chile. It is expected that a sale
of EWOS also will contribute to demonstrate the value of the
farming operations. Cermaq supports a further consolidation of the
farming industry in selected geographical areas and will consider
various solutions to further develop the company's strong
position.
The Board is aiming to shortly convene an
extraordinary general meeting to ensure that a binding agreement
with the Investor Group can be completed in mid-July 2013. The
transaction is not expected to involve any issues in relation to
competition regulation.
Based on the received offer the Board reiterates
its recommendation to the shareholders to not accept the present
offer from Marine Harvest.
* Altor Fund III GP Limited
(«Altor»), Bain Capital Europe, LLP and associated companies («Bain
Capital»)
For
further information please contact:
CEO Jon
Hindar phone
+47 23 68 50 10 mobile: +47 977 48 829
CFO Tore Valderhaug
phone +47 23 68 50 38 mobile: +47 995 60 925
About Cermaq - Cermaq is an international group of
companies with activities in fish farming, production of salmonid
feed and research in aquaculture. Cermaq has operations in Norway,
Chile, Canada, Scotland, the main geographic regions for salmon and
trout farming, and in Vietnam. Through its business unit EWOS,
Cermaq ranks as the world's largest producer of feed for salmonids.
The business unit Mainstream is one of the world's leading farming
companies of salmon and trout. The group had sales of around NOK
11.8 billion in 2012. Cermaq is listed on the Oslo stock exchange
with ticker code CEQ. www.cermaq.com
This information is subject
of the disclosure requirements acc. to §5-12 vphl (Norwegian
Securities Trading Act)
This
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Reuters clients.
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(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the
information contained therein.
Source: Cermaq ASA via Thomson Reuters ONE
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