Frøya, 14 August 2023.
Reference is made to the announcement on 5 June 2023 regarding the agreement (the “Transaction Agreement”) entered into by Falcon Bidco. AS (the “Offeror”), a company indirectly wholly owned by infrastructure funds managed by Goldman Sachs Asset Management, with NTS AS (“NTS”), a wholly owned subsidiary of SalMar ASA (“SalMar”) (OSE ticker: SALM), and Frøy ASA (“Frøy” or the “Company”) (OSE ticker: FROY), whereby the Offeror, on certain terms and conditions, agreed to acquire NTS’ entire ownership stake in Frøy, representing approximately 72.11% of the shares in Frøy (the “Share Sale”), and following completion of the Share Sale make an unconditional mandatory cash offer to acquire all other shares in Frøy (the “Mandatory Offer”, and together with the Share Sale, the “Transaction”). On 20 July 2023, it was announced that all regulatory approvals required for the consummation of the Share Sale had been received by the relevant authorities, and today, the Share Sale has been completed.
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Following completion of the Share Sale, the Offeror holds 78,417,902 shares in the Company, equal to 90.82% of the outstanding shares and votes in the Company, and is required to make a Mandatory Offer for all of the remaining shares in Frøy pursuant to Chapter 6 of the Norwegian Securities Trading Act. Further, as the Offeror holds more than 90% of the shares in the Company, the Offeror intends to carry out a compulsory acquisition of all the remaining shares in Frøy shortly prior to launch of the Mandatory Offer. It is expected that the compulsory acquisition will be resolved by the Offeror on or about 16 August 2023 with effect from close of trade on that day. Following the Mandatory Offer, the Offeror intends to propose to the general meeting of the Company that an application is filed with Oslo Stock Exchange to delist the shares of the Company.
The complete terms of the Mandatory Offer and the compulsory acquisition will be set out in an offer document (the “Offer Document”) to be sent to Frøy’s shareholders following review and approval by the Oslo Stock Exchange pursuant to Chapter 6 of the Norwegian Securities Trading Act. The Mandatory Offer may only be accepted based on the Offer Document.
The Mandatory Offer will not be subject to any closing conditions. The acceptance period in the Mandatory Offer will be 4 weeks and will commence following publication of the Offer Document (subject to extension by the Offeror with up to two additional weeks). The compulsory acquisition is expected to be completed on the first day of the offer period. The price per share in the Mandatory Offer and the compulsory acquisition will be NOK 76.50 per share.
In connection with the completion of the Share Sale, the Offeror intends to procure the refinancing of the majority of the existing debt of the Company and its subsidiaries by use of proceeds of a facilities agreement entered into by the Offeror on 1 June 2023.
With reference to the extraordinary general meeting in the Company held 24 July 2023, the replacement of certain members of the Company’s board of directors and nomination committee was resolved to become effective at the time of completion of the Share Sale and delivery of the Share Sale shares to the Offeror. This entails that Robert Clark replaces Morten Loktu, Sapna Sirohi replaces Karen Pernille Skarstein Christensen and Tavis Cannell replaces Rune Juliussen as members of the board, and Lars Eirik Gåseide Røsås (chair) replaces Gustav Witzøe and Carol Roche Austin replaces both Tor Lønnum and Magnus Dybvad in the nomination committee.
DNB Markets, a part of DNB Bank ASA, is acting as financial advisor and Advokatfirmaet BAHR AS is acting as legal advisor to NTS and the Company.
Goldman Sachs International, Nordea Corporate Finance, part of Nordea Bank Abp, filial i Norge and RBC Capital Markets are acting as financial advisors, Advokatfirmaet Thommessen AS and Linklaters LLP are acting as legal advisors, and Sullivan & Cromwell LLP is acting as competition and FDI law advisor, to the Offeror.
Contacts
Frøy:
Tonje Foss, CEO
Sondre Vevstad, CFO
Tel:
+47 996 10 116
+47 936 54 555
Email:
tonje.foss@froygruppen.no
sondre.vevstad@froygruppen.no
Falcon Bidco. / Goldman Sachs Asset Management:
Joseph Stein
Tel: +44 20 7774 1000
SalMar:
Frode Arntsen, CEO
Tel: +47 482 06 665
Email: frode.arntsen@salmar.no
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
About Frøy
Frøy is a leading integrated provider of aqua services to Norwegian salmon farmers. With a team of more than 900 aqua service specialists and a modern fleet of 80 vessels, Frøy offers a wide range of infrastructure solutions to salmon farmers. The service offering includes transport of fish, sorting, counting, cleaning of nets, treatment for diseases and lice, inspection, installation and maintenance of salmon farming sites.
Falcon Bidco. in brief
Falcon Bidco. is a private limited company (registration number 930 936 936) incorporated under the laws of Norway with its registered office at c/o Advokatfirmaet Thommessen AS, Ruseløkkveien 38, 0251 Oslo, Norway. Falcon Bidco. was formed on 20 February 2023 and registered with the Norwegian Register of Business Enterprises on 2 March 2023. Falcon Bidco. is indirectly wholly-owned by infrastructure funds managed by Goldman Sachs Asset Management. Falcon Bidco. has never conducted and at present does not conduct any form of business, and its sole business purpose is to implement the Transaction.
About the Goldman Sachs Asset Management Infrastructure business
Bringing together traditional and alternative investments, Goldman Sachs Asset Management provides clients around the world with a dedicated partnership and focus on long-term performance. As the primary investing area within Goldman Sachs (NYSE: GS), we deliver investment and advisory services for the world’s leading institutions, financial advisors and individuals, drawing from our deeply connected global network and tailored expert insights, across every region and market—overseeing $2.67 trillion in assets under supervision worldwide as of 31 March 2023. Driven by a passion for our clients’ performance, we seek to build long-term relationships based on conviction, sustainable outcomes, and shared success over time. Goldman Sachs Asset Management invests in the full spectrum of alternatives, including private equity, growth equity, private credit, real estate and infrastructure. Established in 2006, the Infrastructure business within Goldman Sachs Asset Management has consistently navigated the evolving infrastructure asset class, having invested approximately $15 billion in infrastructure assets across market cycles since its inception. We partner with experienced operators and management teams across multiple sectors, including digital infrastructure, energy transition, transportation & logistics and essential services.
About SalMar
SalMar is one of the world’s largest and most efficient producers of salmon. The Group has farming operations in Central Norway, Northern Norway and Iceland, as well as substantial harvesting and secondary processing operations. In addition, the company is operating within offshore aquaculture through the company SalMar Aker Ocean and SalMar owns 50% of the shares in Scottish Sea Farms Ltd.
The Mandatory Offer and the distribution of this announcement and other information in connection with the Mandatory Offer and the Transaction may be restricted by law in certain jurisdictions. When published, the offer document for the Mandatory Offer (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 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 shares in Frøy. Investors may accept the Mandatory 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.
Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the shares of the Company 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 (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 Mandatory Offer will be made in reliance on the exemption from certain requirements of Regulation 14E of the U.S. Exchange Act provided by Rule 14d-1(c) thereunder, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Mandatory Offer will be subject to disclosure and other procedural requirements, including with respect to the offer timetable, withdrawal rights, settlement procedures and timing of payments, that are different from those that would be applicable under U.S. domestic tender offer procedures and law. The Mandatory Offer will be made in the United States by the Offeror and no one else.
The Mandatory Offer will be made to holders of shares of the Company 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 receipt of cash pursuant to the Mandatory Offer by a U.S. Holder of the shares of the Company may be a taxable transaction for U.S. federal income tax purposes and under applicable state and local, as well as foreign and other tax laws. Each holder of shares of the Company is urged to consult his independent professional advisor immediately regarding the tax consequences of acceptance of the Mandatory Offer.
It may be difficult for U.S. Holders of shares of the Company to enforce their rights and any claim arising out of the U.S. federal securities laws, since the Offeror, NTS, SalMar and the Company are located in and organized under the laws of countries other than the United States, and some or all of their officers and directors may be residents of a country other than the United States, and their respective assets are located primarily outside the United States. U.S. Holders of shares of the Company may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, although U.S. Holders of shares of the Company are not waiving their rights under U.S. federal laws by accepting the Mandatory Offer, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgement. As used herein, the “United States” or the “U.S.” means the United States of America, its territories and possessions, any state of the United States of America, and the District of Columbia.
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 Mandatory Offer, directly or indirectly, purchase or arrange to purchase, shares of the Company or any securities that are convertible into, exchangeable for or exercisable for such shares outside the United States during the period in which the Mandatory 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 U.S. state securities commission has approved or disapproved or will approve or disapprove the Mandatory Offer, passed or will pass upon its fairness or passed or will pass upon the fairness, adequacy or completeness of this document or any documentation relating to the Mandatory Offer. Any representation to the contrary is a criminal offence in the United States.
Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for the Offeror and no one else in connection with the Transaction, the Mandatory Offer and the matters set out in this announcement. Neither Goldman Sachs International nor its affiliates, nor their respective partners, directors, officers, employees or agents are responsible to anyone other than the Offeror for providing the protections afforded to clients of Goldman Sachs International, or for giving advice in connection with the Mandatory Offer or any matter or arrangement referred to in this announcement.
Nordea Bank Abp, which is under the supervision of the European Central Bank together with the Finnish Financial Supervisory Authority, is acting (through its Norwegian branch, Nordea Bank Abp, filial i Norge) as financial adviser to the Offeror and no one else in connection with the Transaction, the Mandatory Offer and the matters set out in this announcement. Neither Nordea Bank Abp nor its affiliates will regard any other person as its client in relation to the Offer and the matters set out in this announcement and will not be responsible to anyone other than the Mandatory Offeror for providing the protection afforded to clients of Nordea Bank Abp, nor for providing advice in relation to the Mandatory Offer or the other matters referred to in this announcement. Any securities activities in the United States by Nordea Bank Abp will be intermediated by its U.S. registered broker-dealer affiliate, Nordea Securities LLC, and such activities will be effected only to the extent permitted by Rule 15a-6 under the U.S. Exchange Act.
RBC Europe Limited (trading as “RBC Capital Markets”), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for the Offeror and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Goldman Sachs Asset Management and Offeror for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
Kilde
