Cermaq welcomes investor group’s bid for EWOS18 June, 2013 –
Cermaq has revealed today, Monday June 17, that it has received an offer of NOK 6.2 billion for its international aquaculture fish feed and nutrition company, EWOS, from a private investor group.
The offer of NOK 6.2 billion implies an enterprise value of 10 times the market consensus EBIT for EWOS in 2013.
Cermaq has assessed this offer to be substantially higher than the implicit value of EWOS in the historical valuation of the Cermaq share as well as in the offer from Marine Harvest.
Based on the recommendation of the board of Cermaq on 13 June 2013 not to accept Marine Harvests offer to acquire all shares in Cermaq, Cermaq has worked on alternative transactions to realise what the board believes best reflects the full value of the company.
There have been options presented for the acquisition of both the whole and parts of the company from both industrial and financial players.
But today, Monday June 17, Cermaq informed the private equity companies Altor and Bain Capital* (Investor Group) that their offer to purchase EWOS for a total enterprise value of NOK 6.2 billion is considered sufficiently interesting for Cermaq to initiate a process with the aim to conclude a final agreement.
The offer is made subject to the completion of debt financing, but the Investor Group has in its offer written confirmation of interest from solid Nordic and international banks to finance the transaction.
In line with the offer Cermaq intends to provide the Investor Group exclusive access to EWOS management for a period of three weeks for a confirmatory review of the companies to complete the financing. The review will take place from a time to be agreed between the parties.
If the transaction is completed, Cermaq will be able to free up significant funds. These will be used to reduce the debt in order to ensure a continued solid capital structure and compliance with all loan commitments for the remaining operations and to realize an extraordinary dividend to shareholders.
Based on the offer the company expects an extraordinary distribution to Cermaq shareholders of around NOK 4-5 billion, or between NOK 43 and NOK 54 per share. The estimated timing and size of the dividend will be presented before the completion of the transaction.
As a result of the existence of a voluntary offer to acquire all shares in Cermaq, the board, in accordance with the Securities Trading Act, will convene an extraordinary general meeting to decide on the implementation of the transaction. The decision will require more than 50% of the votes at the General Meeting.
The Cermaq Board believes that a sale of EWOS at the above mentioned terms will be an important step to realize the values in Cermaq for the shareholders.
After a potential completion of a definitive agreement to sell EWOS, the board will continue its efforts to further develop the company’s significant farming activities in Norway, Canada and Chile.
It is expected that a sale of EWOS also will contribute to demonstrate the value of the farming operations. Cermaq supports a further consolidation of the farming industry in selected geographical areas and will consider various solutions to further develop the company’s strong position.
The board is aiming to shortly convene an extraordinary general meeting to ensure that a binding agreement with the Investor Group can be completed in mid-July 2013. The transaction is not expected to involve any issues in relation to competition regulation.
Based on the received offer the board reiterates its recommendation to the shareholders to not accept the present offer from Marine Harvest.
* Altor Fund III GP Limited (Altor), Bain Capital Europe, LLP and associated companies (Bain Capital)