Statt Torsk ASA (the "Company") refers to the stock exchange notices of7 August 2023 ,16 August 2023 , and22 August 2023 , regarding the letter of intent with Vesterålen Havbruk AS ("Vesterålen Havbruk") and the decision to initiate a strategic review to explore options for the Company to optimize shareholder value and to secure financing. The Company is pleased to announce that it has entered into a transaction agreement with Vesterålen Havbruk, for a business combination between the Company and Vesterålen Havbruk (the "Merger"). The Merger will be carried out by the Company transferring all its business, including all assets, rights, and obligations, to a wholly owned subsidiary of Vesterålen Havbruk as the acquiring company in the Merger. Consideration shares in the Merger will be issued by Vesterålen Havbruk, based on an equity value of the Company at NOK ~255m (implying a value per share of NOK ~1.20) and an equity value of Vesterålen Havbruk at NOK ~610m, assuming the current balance sheet of the parties. The Merger will involve a delisting of the Company's shares on Euronext Growth Oslo. Completion of the Merger is inter alia subject to the following conditions having been satisfied or waived at each relevant party's discretion: (a) final content of the merger plan in connection with the Merger in legal and commercial terms; (b) completion, to the satisfaction of each party, of a confirmatory legal and financial due diligence of the other; (c) necessary corporate resolutions in connection with the Merger; and (d) a delisting of the Company's shares on Euronext Growth Oslo. Vesterålen Havbruk has today made available a working capital loan facility to the Company in the amount ofNOK 40 million (the "Loan Facility"). The Loan Facility is unsecured and interest free. Maturity date on30 June 2024 . As a part of the Merger, the Company has implemented certain cost containment measures. "We are extremely pleased with this contemplated transaction. It solves our imminent needs of cash reflecting the true values of our companies in the current market; but most of all it is a strategic move of consolidation of our young industry. A business combination with Vesterålen Havbruk is our preferred option to optimize shareholder value", saysGustave Brun-Lie , CEO ofStatt Torsk ASA . "Joining forces withStatt Torsk will give the new entity flexibility to deliver cod to market year around in the future, combining harvest from sites in North and South. With decreasing quotas on wild cod in the coming years, the timing for scaling farmed cod has never been better. Together we will work for a better ratio between harvesting size, higher volumes, and shorter harvesting times. This will reduce the overall production cost in the future", says Brynjar Kværnstuen, CEO of 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 15.September 2023 at14:45 CET . For more information contact:Gustave Brun-Lie , CEO, gbl@statt.no For inquires to Vesterålen Havbruk: Brynjar Kværnstuen, CEO, brynjar@vesteralenhavbruk.com About Vesterålen Havbruk 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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