Frøya, 14 August 2023.
Reference is made to the announcement on 5 June 2023 regarding the agreement
(the "Transaction Agreement") entered into by Falcon Bidco. AS (the "Offeror"),
a company indirectly wholly owned by infrastructure funds managed by Goldman
Sachs Asset Management, with NTS AS ("NTS"), a wholly owned subsidiary of SalMar
ASA ("SalMar") (OSE ticker: SALM), and Frøy ASA ("Frøy" or the "Company") (OSE
ticker: FROY), whereby the Offeror, on certain terms and conditions, agreed to
acquire NTS' entire ownership stake in Frøy, representing approximately 72.11%
of the shares in Frøy (the "Share Sale"), and following completion of the Share
Sale make an unconditional mandatory cash offer to acquire all other shares in
Frøy (the "Mandatory Offer", and together with the Share Sale, the
"Transaction"). On 20 July 2023, it was announced that all regulatory approvals
required for the consummation of the Share Sale had been received by the
relevant authorities, and today, the Share Sale has been completed.
Following completion of the Share Sale, the Offeror holds 78,417,902 shares in
the Company, equal to 90.82% of the outstanding shares and votes in the Company,
and is required to make a Mandatory Offer for all of the remaining shares in
Frøy pursuant to Chapter 6 of the Norwegian Securities Trading Act. Further, as
the Offeror holds more than 90% of the shares in the Company, the Offeror
intends to carry out a compulsory acquisition of all the remaining shares in
Frøy shortly prior to launch of the Mandatory Offer. It is expected that the
compulsory acquisition will be resolved by the Offeror on or about 16 August
2023 with effect from close of trade on that day. Following the Mandatory Offer,
the Offeror intends to propose to the general meeting of the Company that an
application is filed with Oslo Stock Exchange to delist the shares of the
Company.
The complete terms of the Mandatory Offer and the compulsory acquisition will be
set out in an offer document (the "Offer Document") to be sent to Frøy's
shareholders following review and approval by the Oslo Stock Exchange pursuant
to Chapter 6 of the Norwegian Securities Trading Act. The Mandatory Offer may
only be accepted based on the Offer Document.
The Mandatory Offer will not be subject to any closing conditions. The
acceptance period in the Mandatory Offer will be 4 weeks and will commence
following publication of the Offer Document (subject to extension by the Offeror
with up to two additional weeks). The compulsory acquisition is expected to be
completed on the first day of the offer period. The price per share in the
Mandatory Offer and the compulsory acquisition will be NOK 76.50 per share.
In connection with the completion of the Share Sale, the Offeror intends to
procure the refinancing of the majority of the existing debt of the Company and
its subsidiaries by use of proceeds of a facilities agreement entered into by
the Offeror on 1 June 2023.
With reference to the extraordinary general meeting in the Company held 24 July
2023, the replacement of certain members of the Company's board of directors and
nomination committee was resolved to become effective at the time of completion
of the Share Sale and delivery of the Share Sale shares to the Offeror. This
entails that Robert Clark replaces Morten Loktu, Sapna Sirohi replaces Karen
Pernille Skarstein Christensen and Tavis Cannell replaces Rune Juliussen as
members of the board, and Lars Eirik Gåseide Røsås (chair) replaces Gustav
Witzøe and Carol Roche Austin replaces both Tor Lønnum and Magnus Dybvad in the
nomination committee.
DNB Markets, a part of DNB Bank ASA, is acting as financial advisor and
Advokatfirmaet BAHR AS is acting as legal advisor to NTS and the Company.
Goldman Sachs International, Nordea Corporate Finance, part of Nordea Bank Abp,
filial i Norge and RBC Capital Markets are acting as financial advisors,
Advokatfirmaet Thommessen AS and Linklaters LLP are acting as legal advisors,
and Sullivan & Cromwell LLP is acting as competition and FDI law advisor, to the
Offeror.
Contacts
Frøy:
Tonje Foss, CEO
Sondre Vevstad, CFO
Tel:
+47 996 10 116
+47 936 54 555
Email:
tonje.foss@froygruppen.no
sondre.vevstad@froygruppen.no
Falcon Bidco. / Goldman Sachs Asset Management:
Joseph Stein
Tel: +44 20 7774 1000
SalMar:
Frode Arntsen, CEO
Tel: +47 482 06 665
Email: frode.arntsen@salmar.no
***
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
About Frøy
Frøy is a leading integrated provider of aqua services to Norwegian salmon
farmers. With a team of more than 900 aqua service specialists and a modern
fleet of 80 vessels, Frøy offers a wide range of infrastructure solutions to
salmon farmers. The service offering includes transport of fish, sorting,
counting, cleaning of nets, treatment for diseases and lice, inspection,
installation and maintenance of salmon farming sites.
Falcon Bidco. in brief
Falcon Bidco. is a private limited company (registration number 930 936 936)
incorporated under the laws of Norway with its registered office at c/o
Advokatfirmaet Thommessen AS, Ruseløkkveien 38, 0251 Oslo, Norway. Falcon Bidco.
was formed on 20 February 2023 and registered with the Norwegian Register of
Business Enterprises on 2 March 2023. Falcon Bidco. is indirectly wholly-owned
by infrastructure funds managed by Goldman Sachs Asset Management. Falcon Bidco.
has never conducted and at present does not conduct any form of business, and
its sole business purpose is to implement the Transaction.
About the Goldman Sachs Asset Management Infrastructure business
Bringing together traditional and alternative investments, Goldman Sachs Asset
Management provides clients around the world with a dedicated partnership and
focus on long-term performance. As the primary investing area within Goldman
Sachs (NYSE: GS), we deliver investment and advisory services for the world's
leading institutions, financial advisors and individuals, drawing from our
deeply connected global network and tailored expert insights, across every
region and market-overseeing $2.67 trillion in assets under supervision
worldwide as of 31 March 2023. Driven by a passion for our clients' performance,
we seek to build long-term relationships based on conviction, sustainable
outcomes, and shared success over time. Goldman Sachs Asset Management invests
in the full spectrum of alternatives, including private equity, growth equity,
private credit, real estate and infrastructure. Established in 2006, the
Infrastructure business within Goldman Sachs Asset Management has consistently
navigated the evolving infrastructure asset class, having invested approximately
$15 billion in infrastructure assets across market cycles since its inception.
We partner with experienced operators and management teams across multiple
sectors, including digital infrastructure, energy transition, transportation &
logistics and essential services.
About SalMar
SalMar is one of the world's largest and most efficient producers of salmon. The
Group has farming operations in Central Norway, Northern Norway and Iceland, as
well as substantial harvesting and secondary processing operations. In addition,
the company is operating within offshore aquaculture through the company SalMar
Aker Ocean and SalMar owns 50% of the shares in Scottish Sea Farms Ltd.
***
The Mandatory Offer and the distribution of this announcement and other
information in connection with the Mandatory Offer and the Transaction may be
restricted by law in certain jurisdictions. When published, the offer document
for the Mandatory Offer (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 and Japan. 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 shares in Frøy.
Investors may accept the Mandatory 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 in Norway.
Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the shares of the Company are
not listed on a U.S. securities exchange and that the Company is not subject to
the periodic reporting requirements of the U.S. Securities Exchange Act of 1934
(the "U.S. Exchange Act"), and is not required to, and does not, file any
reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.
The Mandatory Offer will be made in reliance on the exemption from certain
requirements of Regulation 14E of the U.S. Exchange Act provided by Rule
14d-1(c) thereunder, and otherwise in accordance with the requirements of
Norwegian law. Accordingly, the Mandatory Offer will be subject to disclosure
and other procedural requirements, including with respect to the offer
timetable, withdrawal rights, settlement procedures and timing of payments, that
are different from those that would be applicable under U.S. domestic tender
offer procedures and law. The Mandatory Offer will be made in the United States
by the Offeror and no one else.
The Mandatory Offer will be made to holders of shares of the Company resident in
the 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 to
U.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 receipt of cash pursuant to the Mandatory Offer by a U.S. Holder of the
shares of the Company may be a taxable transaction for U.S. federal income tax
purposes and under applicable state and local, as well as foreign and other tax
laws. Each holder of shares of the Company is urged to consult his independent
professional advisor immediately regarding the tax consequences of acceptance of
the Mandatory Offer.
It may be difficult for U.S. Holders of shares of the Company to enforce their
rights and any claim arising out of the U.S. federal securities laws, since the
Offeror, NTS, SalMar and the Company are located in and organized under the laws
of countries other than the United States, and some or all of their officers and
directors may be residents of a country other than the United States, and their
respective assets are located primarily outside the United States. U.S. Holders
of shares of the Company may not be able to sue a non-U.S. company or its
officers or directors in a non-U.S. court for violations of the U.S. securities
laws. Further, although U.S. Holders of shares of the Company are not waiving
their rights under U.S. federal laws by accepting the Mandatory Offer, it may be
difficult to compel a non-U.S. company and its affiliates to subject themselves
to a U.S. court's judgement. As used herein, the "United States" or the "U.S."
means the United States of America, its territories and possessions, any state
of the United States of America, and the District of Columbia.
Pursuant to an exemption from Rule 14e-5 under the U.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
Mandatory Offer, directly or indirectly, purchase or arrange to purchase, shares
of the Company or any securities that are convertible into, exchangeable for or
exercisable for such shares outside the United States during the period in which
the Mandatory 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 in Norway, such information will be
disclosed by means of an English language press release via an electronically
operated information distribution system in the United States or other means
reasonably calculated to inform U.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 the SEC nor any U.S. state securities commission has approved or
disapproved or will approve or disapprove the Mandatory Offer, passed or will
pass upon its fairness or passed or will pass upon the fairness, adequacy or
completeness of this document or any documentation relating to the Mandatory
Offer. Any representation to the contrary is a criminal offence in the United
States.
Goldman Sachs International, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting exclusively for the
Offeror and no one else in connection with the Transaction, the Mandatory Offer
and the matters set out in this announcement. Neither Goldman Sachs
International nor its affiliates, nor their respective partners, directors,
officers, employees or agents are responsible to anyone other than the Offeror
for providing the protections afforded to clients of Goldman Sachs
International, or for giving advice in connection with the Mandatory Offer or
any matter or arrangement referred to in this announcement.
Nordea Bank Abp, which is under the supervision of the European Central Bank
together with the Finnish Financial Supervisory Authority, is acting (through
its Norwegian branch, Nordea Bank Abp, filial i Norge) as financial adviser to
the Offeror and no one else in connection with the Transaction, the Mandatory
Offer and the matters set out in this announcement. Neither Nordea Bank Abp nor
its affiliates will regard any other person as its client in relation to the
Offer and the matters set out in this announcement and will not be responsible
to anyone other than the Mandatory Offeror for providing the protection afforded
to clients of Nordea Bank Abp, nor for providing advice in relation to the
Mandatory Offer or the other matters referred to in this announcement. Any
securities activities in the United States by Nordea Bank Abp will be
intermediated by its U.S. registered broker-dealer affiliate, Nordea Securities
LLC, and such activities will be effected only to the extent permitted by Rule
15a-6 under the U.S. Exchange Act.
RBC Europe Limited (trading as "RBC Capital Markets"), which is authorised by
the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting
exclusively for the Offeror and for no one else in connection with the subject
matter of this announcement and will not be responsible to anyone other than
Goldman Sachs Asset Management and Offeror for providing the protections
afforded to its clients or for providing advice in connection with the subject
matter of this announcement.