Statt Torsk ASA (the "Company") refers to the stock exchange notices of 7 August
2023, 16 August 2023, and 22 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 of NOK 40 million (the "Loan Facility"). The Loan
Facility is unsecured and interest free. Maturity date on 30 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", says Gustave Brun-Lie, CEO of Statt Torsk
ASA.
 
"Joining forces with Statt 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. This stock exchange notice
was published by Bjug Borgund, CFO, on 15. September 2023 at 14:45 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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