Merging pelagic for human consumption with NPEL

March 23, 2011 12:29

Austevoll Fisk AS, a wholly owned subsidiary of Austevoll Seafood ASA (AUSS) has entered into a merger plan for integration of Austevoll Seafood ASA's North Atlantic pelagic businesses for human consumption with Norway Pelagic, reports with reference to Austevoll ASA.

Reference is made to the stock exchange notice dated 1 February 2011 regarding the potential integration of the North Atlantic pelagic businesses for human consumption of Austevoll Seafood ASA into Norway Pelagic ASA.

On 22 March 2011, following completion of satisfactory due diligence investigations, the parties resolved to proceed with the implementation of the Integration by executing a merger plan.

Pursuant to the merger plan, which has been entered into by the boards of NPEL, its wholly owned subsidiary Norway Pelagic AS and Austevoll Fisk AS, the Integration shall be carried out as a statutory merger in which all assets, rights and liabilities of Austevoll Fisk, including its ownership interests in Shetland Catch Ltd., shall, upon completion, be transferred to NPAS, in exchange for a consideration consisting of 2,768,954 new shares to be issued by NPEL to AUSS.

The consideration in the Merger is based on an exchange ratio between Austevoll Fisk and NPEL of 15:85. The exchange ratio is based on an equity value of NOK 704.7 million for NPEL (presumes a share price of NOK 45) and of NOK 124.6 million for Austevoll Fisk. Through the Merger, AUSS will increase its shareholding in NPEL from approximately 33% to approximately 43% of the share capital in NPEL.

AUSS' North Atlantic pelagic businesses mainly comprise purchase, production and sale of pelagic fish and are operated through its ownership interests in Austevoll Fisk. Austevoll Fisk carries out its pelagic business activities through its subsidiaries and minority shareholdings. Austevoll Fisk owns 60% of Sir Fish AS located at Sirevåg, 100% of Austevoll Fiskeindustri AS located at Austevoll, 66% of Modolv Sjøset AS located at Træna, 50% of North Capelin Honningsvåg AS located at Honningsvåg, 25% of Shetland Catch Ltd. located at Lerwick, Shetland, with an option to increase the shareholding up to 50% of the share capital, and 100% of Atlantic Pelagic AS located at Storebø. Austevoll Fiskeindustri AS' business related to slaughtering and processing of salmon shall be carved-out prior to completion of the Merger.

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