Fish farm giant Marine Harvest announced today it\'s intention to buy rival Cermaq on condition that Cermaq drops Peruvian fishmeal firm Copeinca.
Marine Harvest ASA has acquired 4,341,000 shares in Cermaq ASA, corresponding to 4.7 per cent of the share capital in Cermaq. The Board of Directors of Marine Harvest said it will make a voluntary offer of NOK 105 per share for all outstanding shares of Cermaq, if Cermaq rejects the proposed equity issues that are necessary to control Copeinca ASA .
The offer price will be adjusted to NOK 104 per share if the proposed dividend of NOK 1.00 per share is resolved at the Cermaq annual general meeting.
The offer represents a premium of 22 per cent to the last traded price for Cermaq, and a premium 33 per cent above the volume weighted average share price over the last 12 months. The offer consideration will consist of a combination of 50 per cent shares in Marine Harvest and 50 per cent cash.
A combination of Marine Harvest and Cermaq would create a global seafood leader, with a complete footprint along the Norwegian coast. A highly profiled and visible international company based in Bergen, built on Norwegian know-how, would also yield positive effects for other parts of the marine industry cluster in Norway.
\"In our view, no other industrial combination than Cermaq and Marine Harvest is better suited to lift both the companies and the Norwegian marine industry into a position of global leadership. We will maintain all significant parts of the companies in a strong, world class company; offering an integrated value chain from feed to retail sales. We believe a company such as this should be built not through increased exposure towards fisheries and the raw materials markets, where fish meal is being phased out as the base of marine feed. Instead, we wish to build an integrated protein company emphasizing feed, farming and value-added processing; moving away from the traditional raw materials role of Norwegian companies. Thus, we have made the offer conditional on the annual general meeting of Cermaq declining to issue the shares required to carry out the Copeinca transaction\", said chairman Ole-Eirik Lerøy of Marine Harvest. Marine Harvest will itself vote against the Cermaq share issues with its shares.
If Marine Harvest receives sufficient acceptance for its voluntary offer, the shares that Cermaq has already acquired in Copeinca will be sold. Marine Harvest expects that a sale of the Copeinca shares can be made without any loss, as there is a competing offer in the market. Marine Harvest reserves the right to make the bid conditional on acceptance from shareholders representing at least 2/3 of the share capital in Cermaq, including those shares already held by Marine Harvest. The offer is strongly supported by the largest shareholder in Marine Harvest. Marine Harvest is contemplating an issue of a EUR 350 million convertible bond, which is described in detail in a separate press release.