NORWAY - Discussions between Cermaq ASA and Marine Harvest terminated ; Marine Harvest offer seen as inadequate

Discussions between Cermaq and Marine Harvest on a potential recommended offer by Marine Harvest for Cermaq have been terminated
June 8, 2013

Cermaq announced that the discussions between Cermaq and Marine Harvest on a potential recommended offer by Marine Harvest for Cermaq have been terminated.

At the same time, Cermaqsaid it has noted the recent announcement by Marine Harvest of the intended launch of a voluntary offer for all shares in Cermaq at NOK 107 per share, with consideration consisting of NOK 53.25 in cash and 8.6 shares in Marine Harvest. For a full description of the terms of the offer, please refer to said announcement.

In the discussions with Marine Harvest, Cermaq presented conditions for its support of an offer, particularly in relation to the financial terms and composition of such offer, but also to secure broad support for the offer by the Cermaq shareholders. The latter point has been important to the Board as a broad support is believed to better ensure an efficient integration between the two businesses to facilitate the realisation of synergies and value creation from the transaction. Given that the consideration discussed between the parties consists of a substantial equity element, the nature of the integration has a direct bearing on the value of the consideration. While Marine Harvest has expressed a willingness to present a significantly better offer conditional upon the recommendation of such offer from the Cermaq Board, it has not been possible to reach an agreement for such recommended offer. This is partly related to the Board's evaluation of the financial terms discussed between the parties, but also to the consideration of the Board that such terms would not secure adequate acceptance of the offer as set out above.

In regard to the Board's evaluation of the voluntary offer now to be launched by Marine Harvest, the Board is maintaining its conclusion that such offer significantly undervalues Cermaq. The Board will render its full statement regarding the offer in due course and within the time set out in the Securities Trading Act.

Cermaq said it is continuing to evaluate its strategic options for optimizing value and safeguarding the interests of its shareholders at large.  Deutsche Bank AG has been retained as financial adviser in addition to ABGSC to further assist Cermaq on these matters.