Beskrivning
Land | Norge |
---|---|
Sektor | Industri |
Industri | Handel & distribution |
2023-06-05 07:00:00
Frøya, 5 June 2023
Falcon Bidco AS (the "Offeror"), a company indirectly wholly owned by
infrastructure funds managed by Goldman Sachs Asset Management, has entered into
an agreement (the "Transaction Agreement") 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 will
(i) acquire NTS' entire ownership stake in Frøy, representing approximately
72.11% of the shares in Frøy (the "Share Sale"), and
(ii) 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").
The Transaction is the result of the strategic review related to the Company
announced on 13 January 2023 (the "Strategic Review"), with focus on maximizing
value for the shareholders in Frøy. Throughout the Strategic Review, NTS and the
Board of Directors in Frøy experienced strong interest from a broad field of
reputable investors identifying the attractive business model and growth profile
of the Company.
A cash consideration of NOK 76.50 will be paid per share in the Share Sale, and
at least the same consideration shall be offered per share in the Mandatory
Offer (the "Consideration"). The Consideration implies a total consideration for
all the shares in Frøy of approximately NOK 6.6 billion (based on 86,348,603
shares outstanding as per 5 June 2023).
The Consideration shall be reduced by the amount of any dividend or other
distributions made or declared by Frøy with a record date after 5 June 2023 and
prior to settlement of the Mandatory Offer, however, the Consideration will not
be reduced as a result of the NOK 0.75 dividend per share announced by Frøy on
28 April 2023 that is expected to be paid on or about 20 June 2023. If the
Consideration in the Mandatory Offer is increased from the Consideration agreed
in the Share Sale, the Consideration to NTS in the Share Sale shall be increased
accordingly.
The Consideration implies:
o A premium of 50% to the closing price of the Frøy shares on the Oslo Stock
Exchange on 12 January 2023 of NOK 51.50, being the last trading day prior to
announcement of the Strategic Review.
o A premium of 30.50% to the volume weighted average share price adjusted for
dividend during the last six months up to and including 2 June 2023.
The Share Sale will close as soon as possible, subject only to:
(i) receipt of applicable approvals from competition authorities in Norway and
Ukraine, and the Norwegian Ministry of Trade, Industry and Fisheries having
granted an exemption with respect to the nationality requirements for NOR
registration in the Norwegian Maritime Code applicable to the vessels owned by
the Company