Pan Fish ASA acquired 104.410.363 shares in Fjord Seafood ASA ("Fjord Seafood") after trading hours at Oslo Stock Exchange Friday 7 April 2006 equal to 17.7 per cent of total outstanding shares in the company. Pan Fish will after the closing of this transaction have an ownership share in Fjord Seafood of 57.7 per cent. The shares were acquired at NOK 8.38 each, corresponding to the closing price on 7 April 2006. The Pan Fish bank syndicate has been informed of the transaction. The board of Pan Fish plans to make a binding offer to the other Fjord Seafood shareholders to acquire the remaining shares in the company.
In order to finance the share purchase and the binding offer in Fjord Seafood, Pan Fish has carried out a private placement of 406.25 million shares at NOK 6.40 per share equal to NOK 2,600 million with Norwegian and international institutional investors with settlement on 12 April 2006 with borrowed shares. The board has also resolved to carry out a repair issue of NOK 162.5 million directed at the existing Pan Fish shareholders at the close of trading on 7 April 2006 which did not participate in the private placement. The share purchase and the private placement has been arranged on behalf of Pan Fish by a syndicate consisting of Carnegie ASA, DnB NOR Markets and Pareto Securities.
Acquiring the shares in Fjord Seafood has allowed Pan Fish to establish an even stronger base to act as an industry leader in salmon farming industry. Marine Harvest, Fjord Seafood and Pan Fish complement each other well in all fish farming areas. In addition the combined Group will through the substantial value added activities in Fjord Seafood achieve a solid foothold in the market for production of consumer-oriented seafood products. The activities in Fjord Seafood within this area will supplement the growing value added activities owned by Pan Fish and the same activities within Marine Harvest.
- When the work of integrating the three companies starts, great emphasis will be placed on drawing on and exploiting the total management expertise and resources possessed by the companies, says CEO Atle Eide and continues: - We are not talking about a traditional acquisition, but a merger of three unique seafood companies, each with its independent strengths which should be preserved in the new leading Group. Such a process will be demanding. If implemented in a good and open manner, and in mutual co-operation, it will however contribute to creating a strong and lasting foundation for a group with a leading global position in the fast-growing fish farming sector.
The integration process will not start until the competition authorities and government agencies in the countries concerned have given the necessary approvals. And the process will be pursued within the framework established by such approvals.
The capital increases (including the repair issue), the acquisition of the shares in Fjord Seafood and the binding offer for the remaining Fjord Seafood shares are conditional to the approval of an extraordinary general meeting in Pan Fish ASA planned to take place on 26 April 2006. The syndicate will subscribe for a number of shares equal to the number of shares placed by the syndicate in the above mentioned share sale, condition to the necessary decisions by the general meeting. The shares in Fjord Seafood will be transferred to Pan Fish in connection with the completion of the share issues. Notice of an extraordinary general meeting will be issued immediately ant by Tuesday 11 April at the latest.
For additional information:
CEO Atle Eide, +47 911 52 977