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NORWAY - Marine Harvest Sends Open Letter to Cermaq Shareholders

Following Marine Harvest\'s takeover offer for Cermaq, Marine Harvest has sent Cermaq shareholders an open letter with the intention of presenting two alternatives – the creation of a world-leading Norwegian seafood company or an acquisition of Copeinca

May 9, 2013

Following Marine Harvest\'s takeover offer for Cermaq, Marine Harvest  has sent Cermaq shareholders an open letter with the intention of presenting two alternatives – the creation of a world-leading Norwegian seafood company or an acquisition of Copeinca.

LETTER

\"On 30 April Marine Harvest announced its intention to present an alternative to the acquisition of the Peruvian fish meal company Copeinca, as proposed by the Board of Directors of Cermaq. Cermaq’s acquisition of Copeinca is to be considered at the annual general meeting on 21 May and is to be financed through the issuance of new Cermaq shares for NOK 2.4 billion. In addition Cermaq will increase its debt by NOK 2.4 billion.

Marine Harvest have stated that we believe that it would be better to combine Cermaq and Marine Harvest in order to create a world leading, Norwegian seafood company. We believe that the value of the Cermaq share is higher than reflected in its historical trading, and are prepared to make an offer of NOK 105 for each Cermaq share. The offer price will be reduced to NOK 104 per share if the proposed NOK 1 dividend per share is resolved at the Cermaq annual general meeting. 

Half of the consideration will be settled in shares and half in cash. As a result, Cermaq’s shareholders are offered a significant and immediate uplift, in addition to direct participation in the value creation in the combined company. 

We would encourage shareholders in Cermaq to attend the general meeting on 21 May and vote against the proposed share issues (see items 12 and 13 in the notice to the general meeting). If you are unable to attend the meeting you can send the attached proxy form to Nordea. Our representatives will then attend the general meeting and vote against the share issues on behalf of your shares. We must have received the proxy form no later than Wednesday, 15 May 2013. The proxy form is only an authorisation to vote at this general meeting and any acceptance by you of our offer would take place in a separate form at a later stage. By giving the proxy voting authorisation you are NOT obliged to sell your shares.

After the proposals have been voted down we will send out a separate offer document in relation to a voluntary offer to acquire all the shares in Cermaq.

Because the Cermaq Board of Directors is obliged to support the Copeinca transaction, it has stated that it is not able to support our offer or enable our offer to be presented without conditions. If the proposed equity issues required to finance the Copeinca transaction arevoted down we expect that most conditions can be removed rapidly. The Ministry of Trade and Industry has also given a pre-acceptance of the Copeinca transaction, but the private shareholders can vote down the proposed equity issues and thereafter consider our offer, or competing offers, for Cermaq. 

Our objective is to present shareholders in Cermaq with two alternatives – the creation of a world-leading Norwegian seafood company or an acquisition of Copeinca. It is of course up to the shareholders of Cermaq to choose between these alternatives\".

Ole-Eirik Lerøy

Chairman, Marine Harvest ASA

 

View presentation \"Creation of the worlds leading aquaculture company\"

http://hugin.info/209/R/1699742/560841.pdf

 

Related articles:

NORWAY - Cermaq continues process to complete Copeinca transaction and deems Marine Harvests conditional, unsolicited offer as inadequate - May 1, 2013

NORWAY - Marine Harvest to offer NOK 9.7 billion (US$1.7 billion) deal for Cermaq - April 30, 2013

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