Statt Torsk ASA (the "Company") refers to the stock exchange releases made on15 September 2023 and3 November 2023 in connection with the contemplated merger between the Company (as the transferring company) and Vesterålen Havbruk Statt AS, a wholly owned subsidiary of Vesterålen Havbruk AS (as the acquiring company), with consideration to the shareholders of the Company in the form of shares in Vesterålen Havbruk AS (the "Merger"). The Company is pleased to announce that the board of directors of the three companies involved in the Merger (the "Merger Parties") today have approved and signed a merger plan for the Merger (the "Merger Plan"). The Merger will be carried out by the Company transferring all its assets, rights and obligations to Vesterålen Havbruk Statt AS with consideration to the shareholders of the Company in the form of appr. 0.048168 new share in Vesterålen Havbruk AS for each share held in the Company. The exchange ratio in the Merger is based on an equity value of the Company of appr.NOK 255 million (implying a value per share of appr. NOK 1.2042) and an equity value of Vesterålen Havbruk AS of appr.NOK 610 million (implying a value per share ofNOK 25 ). The Merger will result in a delisting of the Company's shares from Euronext Growth Oslo (the "Delisting"). An extraordinary general meeting of the Company for approval of the Merger Plan and adoption of the necessary resolutions in connection with the Merger is expected to be held on or about18 December 2023 . Following the approval of the Merger Plan by the general meetings of the Merger Parties, completion of the Merger will inter alia be subject to the following conditions having been satisfied or waived: (i) the Merger Parties obtaining any required governmental approvals and third-party consents; (ii) the Delisting, and no continuation of the listing being required, (iii) expiry of the applicable creditor notice period; and (iv) no circumstances having occurred that alter the basis for the Merger. The Merger and the Delisting are expected to be completed in lateFebruary 2024 . The Merger Parties have received undertakings from their shareholders representing more than 2/3 of each of their shares in issue to vote in favor of the Merger Plan and corresponding undertakings in the Company for the application for Delisting. Ro Sommernes Advokatfirma DA acts as legal advisor to the Company in connection with the Merger.Advokatfirmaet Thommessen AS and Advokatfirmaet Grette AS act as joint legal advisors to Vesterålen Havbruk AS. This release is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act. Thisstock exchange notice was published by Bjug Borgund, CFO, on the date and time as set out above. For further information, please contact:Gustave Brun-Lie , CEO, gbl@statt.no For inquires to Vesterålen Havbruk AS: Brynjar Kværnstuen, CEO, brynjar@vesteralenhavbruk.com About Vesterålen Havbruk AS: Vesterålen Havbruk AS is a white fish group primarily located in Øksnes and Bø municipality. The company's subsidiaries are involved in harvesting of farmed cod, processing facility for wild and farmed cod/salmon, and are also running a traditional fish reception. In Q4 2023 the company will have the first operational stun and bleed vessel delivered, specialized for farmed cod. The company has already conducted one production cycle on farmed cod in the Northern areas. Vesterålen Havbruk AS employs 200 people and are privately held. For more information, please visit: www.vesteralenhavbruk.com/en/rapporter.
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