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WOULD BE UNLAWFUL.
Ljones, 6 June 2025: With reference to the stock exchange announcement on 2
June 2025, Langøylaks Holding 2 AS (“Langøylaks” or the “Offeror”) has today
issued the offer document (the “Offer Document”) for the voluntary cash tender
offer to acquire all outstanding shares of Biofish Holding AS (the “Company”
or “BioFish”) at a price of NOK 1.77 per Share and NOK 0.47 per Warrant (the
“Offer”).
The Offer price represents a premium of 45.1 per cent to the last trading
price of NOK 1.22 as of 10 January 2025, the last trading day before the
announcement of the strategic review, and a premium of 19.5 per cent to the
last 3 months VWAP of NOK 1.48 as per 30 May 2025.
The Board of Directors and management of BioFish unanimously supports and
recommends the Offer.
Subject to regulatory restrictions in certain jurisdictions, the Offer
Document will be sent to the Company’s shareholders as registered in the VPS
as of the date of the Offer Document. The Offer is only capable of being
accepted pursuant to the Offer Document.
The Offer document will also be made available at the webpage of SpareBank1
Markets AS, who has been engaged by the Offeror as financial advisor and
receiving agent under the Offer: Transactions | SpareBank 1 Markets.
The Offer Period is from and including 6 June 2025 to 16:30 (Norwegian time)
on 20 June 2025, subject to any extension one or several times up until 15
August 2025.
Completion of the Offer is subject to fulfilment or waiver by the Offeror of
customary closing conditions, including but not limited to shareholders and
warrant holders representing more than 90 per cent of the shares on a fully
diluted basis having accepted the Offer. The complete terms and conditions for
the Offer, including a description of the procedures for accepting the Offer,
is set out in the Offer Document.
Pre-acceptances
Shareholders and warrant holders representing a total of 60.40 per cent of the
shares (on a fully diluted basis) have given binding and irrevocable
pre-acceptances where they have undertaken to accept the Offer. Shareholders
who have undertaken to accept the Offer include the Company’s largest
shareholders, Awilco AS, Odfjell Land AS (and related party), Stoksund AS (and
related party) and Biofish Aquafarm AS, owning shares and warrants in BioFish
constituting 15.09 per cent, 10.46 per cent, 10.66 per cent and 10.39 per cent
of the BioFish shares (on a fully diluted basis), respectively, as well as
other shareholders, including the CEO and the CFO, representing a total of
13.80 per cent of the shares (on a fully diluted basis).
Advisers:
Pareto Securities AS is acting as financial advisor and Advokatfirmaet Haavind
AS is acting as legal advisor to the Company. Advokatfirmaet Wiersholm AS is
acting as legal advisor and SpareBank 1 Markets AS is acting as financial
advisor and receiving agent to the Offeror.
Contacts
Sondre Hagerup Johnsrud, CEO of Biofish Holding AS
Mob: +47 975 79 321 Email: sondre.johnsrud@biofish.no
Johnny Duedahl, CFO of Biofish Holding AS
Mob: +47 982 06 833 Email: johnny@biofish.no
Johannes Møgster, board member of Langøylaks
Mob: +47 452 35 896 Email: johannes.mogster@langoylaks.no
About BioFish
BioFish is a Norwegian independent producer of high-quality smolt and
post-smolt. The Company has a RAS production facility in Ljones close to the
Hardangerfjord on the west coast of Norway. Numerous Norwegian fish farming
sites are located within one day of transport.
This information is considered to constitute inside information pursuant to
the EU Market Abuse Regulation and is subject to the disclosure requirements
pursuant to section 5-12 of the Norwegian Securities Trading Act. The
information was submitted for publication, by the Biofish Holding contact
person set out above on 6 June 2025 at 0800 CEST.
The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions.
When published, the Offer Document and related acceptance forms will not and
may not be distributed, forwarded or transmitted into or within any
jurisdiction where prohibited by applicable law, including without limitation,
Canada, Australia, New Zealand, South Africa, Hong Kong and Japan. The Offeror
does not assume any responsibility in the event there is a violation by any
person of such restrictions. Persons in the United States should review
“Notice to U.S. Holders” below. Persons into whose possession this
announcement or such other information should come are required to inform
themselves about and to observe any such restrictions.
This announcement is not a tender offer document and, as such, does not
constitute an offer or the solicitation of an offer to acquire the Shares.
Investors may accept the Offer only on the basis of the information provided
in the Offer Document. Offers will not be made directly or indirectly in any
jurisdiction where either an offer or participation therein is prohibited by
applicable law or where any tender offer document or registration or other
requirements would apply in addition to those undertaken in Norway.
Shareholders of the Company must rely upon their own examination of the Offer
Document. Each Shareholder should study the Offer Document carefully in order
to be able to make an informed and balanced assessment of the Offer and the
information that is discussed and described therein. Shareholders should not
construe the contents of this announcement as legal, tax or accounting advice,
or as information necessarily applicable to each shareholder. Each Shareholder
should seek independent advice from its own financial and legal advisors prior
to making a decision to accept the Offer.
No profit forecasts or estimates
No statement in this announcement is intended as a profit forecast or profit
estimate and no statement in this announcement should be interpreted to mean
that earnings or earnings per Share for the current or future financial years
would necessarily match or exceed the historical published earnings or earning
per Share.
Forward-looking statements
This announcement, oral statements made regarding the Offer, and other
information published by the Offeror and/or the Company may contain statements
which are, or may be deemed to be, “forward looking statements”. Such forward
looking statements are prospective in nature and are not based on historical
facts, but rather on current expectations and on numerous assumptions
regarding the business strategies and the environment in which the group will
operate in the future and are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed or implied by
those statements. The forward-looking statements contained in this
announcement relate to the group’s future prospects, developments and business
strategies, the expected timing and scope of the Offer and other statements
other than historical facts. In some cases, these forward looking statements
can be identified by the use of forward looking terminology, including the
terms “believes”, “estimates”, “will look to”, “would look to”, “plans”,
“prepares”, “anticipates”, “expects”, “is expected to”, “is subject to”,
“budget”, “scheduled”, “forecasts”, “synergy”, “strategy”, “goal”,
“cost-saving”, “projects” “intends”, “may”, “will” or “should” or their
negatives or other variations or comparable terminology. Forward-looking
statements may include statements relating to the following: (i) future
capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses,
contract renewals and future prospects; (ii) business and management
strategies and the expansion and growth of the Company’s operations; and (iii)
the effects of global economic and political conditions and governmental
regulation on the Company’s business. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future. These events and
circumstances include changes in the global, political, economic, business,
competitive, market and regulatory forces, future exchange and interest rates,
changes in tax rates and future business combinations or disposals. If any one
or more of these risks or uncertainties materialises or if any one or more of
the assumptions prove incorrect, actual results may differ materially from
those expected, estimated or projected. Such forward looking statements should
therefore be construed in the light of such factors. Neither the Company nor
the Offeror nor any member of their respective groups, nor any of their
respective members, associates or directors, officers or advisers, provides
any representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement
will actually occur. Given these risks and uncertainties, potential investors
should not place any reliance on forward looking statements.
The forward-looking statements speak only at the date of this document. All
subsequent oral or written forward-looking statements attributable to any
member of the Company group, the Offeror or any member of their respective
group, or any of their respective members, associates, directors, officers,
employees or advisers, are expressly qualified in their entirety by the
cautionary statement above.
The Company, the Offeror and each member of their respective groups expressly
disclaim any obligation to update such statements other than as required by
law or by the rules of any competent regulatory authority, whether as a result
of new information, future events or otherwise.
Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the Shares are not listed on
a U.S. securities exchange and that the Company is not subject to the periodic
reporting requirements of the U.S. Securities Exchange Act of 1934, as amended
(the “U.S. Exchange Act”), and is not required to, and does not, file any
reports with the U.S. Securities and Exchange Commission (the “SEC”)
thereunder. The Offer will be made to holders of Shares resident in the United
States (“U.S. Holders”) on the same terms and conditions as those made to all
other holders of Shares of the Company to whom an offer is made. Any
information documents, including the Offer Document, will be disseminated to
U.S. Holders on a basis comparable to the method that such documents are
provided to the Company’s other Shareholders to whom an offer is made. The
Offer will be made by the Offeror and no one else.
The Offer is made to U.S. Holders under the U.S. Exchange Act as a “Tier I”
tender offer, and otherwise in accordance with the requirements of Norwegian
law. Accordingly, the Offer is subject to disclosure and other procedural
requirements timetable, settlement procedures and timing of payments, that are
different from those that would be applicable under U.S. domestic tender offer
procedures and law.
Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the
Offeror and its affiliates or brokers (acting as agents for the Offeror or its
affiliates, as applicable) may from time to time, and other than pursuant to
the Offer, directly or indirectly, purchase or arrange to purchase, Shares or
any securities that are convertible into, exchangeable for or exercisable for
such Shares outside the United States during the period in which the Offer
remains open for acceptance, so long as those acquisitions or arrangements
comply with applicable Norwegian law and practice and the provisions of such
exemption. To the extent information about such purchases or arrangements to
purchase is made public in Norway, such information will be disclosed by means
of an English language press release via an electronically operated
information distribution system in the United States or other means reasonably
calculated to inform U.S. Holders of such information. In addition, the
financial advisors to the Offeror may also engage in ordinary course trading
activities in securities of the Company, which may include purchases or
arrangements to purchase such securities.
Neither the SEC nor any securities supervisory authority of any state or other
jurisdiction in the United States has approved or disapproved the Offer or
reviewed it for its fairness, nor have the contents of the Offer Document or
any other documentation relating to the Offer been reviewed for accuracy,
completeness or fairness by the SEC or any securities supervisory authority in
the United States. Any representation to the contrary is a criminal offence in
the United States.
This information has been submitted pursuant to the Securities Trading Act §
5-12 and MAR Article 17. The information was submitted for publication at
2025-06-06 08:00 CEST.
Kilde
