NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHINCANADA ,AUSTRALIA ,NEW ZEALAND ,SOUTH AFRICA ,HONG KONG ,JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL Frøya,15 July 2022 Reference is made to the offer document dated17 March 2022 (the "Offer Document") and subsequent stock exchange announcements for the recommended voluntary offer bySalMar ASA ("SalMar " or the "Offeror") to acquire all outstanding shares inNTS ASA ("NTS") (the "Offer"). Reference is also made to the proposed merger betweenSalMar andNorway Royal Salmon ASA ("NRS") (the "Merger") pursuant to the merger plan for the Merger dated30 May 2022 (the "Merger Plan") approved by the respective extraordinary general meetings ofSalMar and NRS held on30 June 2022 .The Norwegian Competition Authority (Nw: Konkurransetilsynet) has today approved (the "Norwegian Approval") the Offeror's contemplated acquisition of all the shares in NTS pursuant the Offer, and thereby also the contemplated Merger. While the Norwegian Approval has been granted, the Offer and the Merger remains subject to receipt of further approvals from competition authorities, including theEuropean Commission , and such other conditions set out in the Offer Document and Merger Plan, respectively. Accordingly, the Offer remains subject to the conditions for completion of the Offer set out in Section 4.11 (Conditions for completion of the Offer) of the Offer Document, including conditions no. 6 "Regulatory approvals" and 5 "Due diligence", and the Merger remains subject to the conditions set out in the Merger Plan. With respect to the Offer only, should the condition no. 6 "Regulatory approvals" not be met by31 October 2022 , but all other conditions for completion of the Offer have been met, the Offeror shall waive condition no. 6 "Regulatory approvals". As announced following expiry of the offer period, the Offeror has received acceptances for shares representing approximately 52.69% of the shares in NTS in the Offer. The Offeror currently owns no shares in NTS.Arctic Securities AS acts as financial advisor and receiving agent andAdvokatfirmaet BAHR AS acts as legal advisor toSalMar . For further information, please contact: Linda Litlekalsøy Aase, CEOSalMar Tlf: +47 900 74 413 Epost: linda.aase@salmar.noGunnar Nielsen , CFO SalMar Tlf: +47 960 97 005 Epost: gunnar.nielsen@salmar.noHåkon Husby , IR-ansvarligSalMar Tlf: +47 936 30 449 Epost: hakon.husby@salmar.no This information is subject to the disclosure duties under theNorwegian Securities trading Act Section 5 12. AboutSalMar SalMar is one of the world's largest and most efficient producers of salmon. The group has farming operations inCentral Norway ,Northern Norway andIceland , as well as substantial harvesting and secondary processing operations inNorway , at InnovaMar in Frøya, InnovaNor in Senja and Vikenco in Aukra. In addition, the company is operating within offshore aquaculture through the companySalMar Aker Ocean .SalMar also owns 50% of the shares inScottish Sea Farms Ltd. See www.salmar.no for more information aboutSalMar . *** The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. When published, 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 andJapan . 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 the Shares. Investors may accept the 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 inNorway . Notice toU.S. HoldersU.S. Holders (as defined below) are advised that the Shares are not listed on aU.S. securities exchange and that the Company is not subject to the periodic reporting requirements of theU.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and is not required to, and does not, file any reports with theU.S. Securities and Exchange Commission (the "SEC ") thereunder. The Offer will be made to holders of Shares resident inthe 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 toU.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 Offer will be made by the Offeror and no one else. The Offer will be made toU.S. Holders pursuant to Section 14(e) and Regulation 14E under theU.S. Exchange Act as a "Tier II" tender offer, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to the offer timetable, settlement procedures and timing of payments, that are different from those that would be applicable underU.S. domestic tender offer procedures and law. Pursuant to an exemption from Rule 14e-5 under theU.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 Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares outsidethe United States during the period in which the 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 inNorway , such information will be disclosed by means of an English language press release via an electronically operated information distribution system inthe United States or other means reasonably calculated to informU.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 theSEC nor any securities supervisory authority of any state or other jurisdiction inthe United States has approved or disapproved the Offer or reviewed it for its fairness, nor have the contents of the Offer Document or any other documentation relating to the Offer been reviewed for accuracy, completeness or fairness by theSEC or any securities supervisory authority inthe United States . Any representation to the contrary is a criminal offence inthe United States .
Click here for more information
© Oslo Bors ASA, source