NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
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Reference is made to the offer document dated 17 March 2022 (the âOffer Documentâ) for the voluntary tender offer from SalMar ASA (âSalMarâ or the âOfferorâ) for all outstanding shares in NTS ASA (the âCompanyâ or âNTSâ) (the âOfferâ). The Offer was recommended by the board of directors of the Company on 25 March 2022.
The offer period of the Offer expired at 16:30 (CEST) 29 April 2022. The preliminary result shows that the Offeror received acceptances of the Offer for a total of 66,228,641 shares, representing approximately 52.68% of the outstanding shares and votes in the Company. The Offeror owns no shares in the Company.
Please note that the calculation of the number of shares who have accepted the Offer is not final and remains subject to adjustment following an on-going verification process by the receiving agent.
The condition for completion of the Offer regarding minimum acceptance, as set out in Section 4.11 (Conditions for completion of the Offer) in the Offer Document, has been fulfilled.
SalMar is satisfied with the acceptance rate, which will make NTS a subsidiary of SalMar upon a completion of the Offer. Assuming the Offer is completed, SalMar will meet its offer obligations by putting forward a cash offer for the remaining shares in NTS in accordance with applicable legislation.
Completion of the Offer is subject to the fulfilment or waiver by the Offeror of the remaining conditions for completion of the Offer as set out in Section 4.11 (Conditions for completion of the Offer) of the Offer Document. As of the date hereof, none of the conditions that require any action in order to be fulfilled have been fulfilled, and none of the conditions that refers to events that shall not occur have, to the Offerorâs knowledge, occurred. The complete terms and conditions for the Offer are set out in the Offer Document, with previously announced amendments.
In accordance with Section 4.11 (Conditions for completion of the Offer) of the Offer Document, as soon as each of the closing conditions set out in Section 4.11 item 5 (Due diligence) and item 6 (Regulatory approvals) have been fulfilled or waived by the Offeror, the Offeror will issue a notification to that effect through the Oslo Stock Exchange, including its decision whether to proceed with settlement of the Offer.
Settlement of the Offer shall take place no later than two (2) weeks after the date on which the Offeror has issued such notification, subject to satisfaction, fulfilment or waiver by SalMar of all closing conditions in the Offer up until the time of settlement. See Section 4.11 (Conditions for completion of the Offer) and Section 4.17 (Settlement) of the Offer Document for further information.
Arctic Securities AS acts as financial advisor and receiving agent for the Offer and Advokatfirmaet BAHR AS acts as legal advisor to SalMar ASA in connection with the Offer.
Contacts
⢠Gustav Witzøe, CEO, Tel: +47 911 47 834 E-mail: gustav.witzoe@salmar.no
⢠Gunnar Nielsen, CFO, Tel: +47 960 97 005 E-mail: gunnar.nielsen@salmar.no
⢠Hükon Husby, Head of Investor Relations, Tel: +47 936 30 449 E-mail: hakon.husby@salmar.no
About SalMar
SalMar is one of the worldâs 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 Norway, at InnovaMar in Frøya, InnovaNor in Senja and Vikenco in Aukra. In addition, the company is operating within offshore aquaculture through the company SalMar Aker Ocean. SalMar also owns 50% of the shares in Scottish Sea Farms Ltd.
See www.salmar.no (http://www.salmar.no) for more information about SalMar.
Important information
This release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer to sell or purchase, or solicitation to purchase or subscribe for any securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the âUS Securities Actâ). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Offeror does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.
The Offer is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Offeror nor any of its advisers assume any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
No adviser of the Offeror is acting for anyone else than the Offeror, and will not be responsible to anyone other than such party providing the protections afforded to their respective clients or for providing advice in relation to any other matter referred to in this release.
Forward-looking statements:
This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.
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