The parties have agreed on a valuation of Wilsgård amounting to USD 170 million on a 100% basis
The boards of Wilsgård, SalMar Farming, a wholly-owned subsidiary of SalMar, and SalMar have approved some days ago, a merger plan for a triangular merger pursuant to Chapter 13 of the Norwegian Public Limited Liability Companies Act, with SalMar Farming as the acquiring company, Wilsgård as the transferring company and SalMar as the issuer of the consideration shares in the merger. The parties to the merger have agreed on a valuation of Wilsgård amounting to USD 170 million on a 100% basis.
According to the information published by SalMar, the merger is expected to be completed during the summer of 2025, dependent upon, amongst other things, approval from relevant authorities.
The consideration in the merger will consist of a combination of consideration shares and a cash consideration, where the consideration shares make up 80% of the merger consideration and the cash consideration makes up 20%. For its part, SalMar Farming will not receive any merger consideration.
Agreement of the parties
Based on the board authorization granted by the general meeting in 2024, the board of SalMar has resolved to increase the company’s share capital in connection with SalMar’s issuance of consideration shares. The share capital will be increased by USD 37,709.83 through the issuance of 1,568,216 shares, each with a nominal value of USD 0.024.
The parties have agreed a price per SalMar share of USD 54.19 in the merger. If SalMar’s previously proposed dividend of USD 2.12 per share has been approved with a record date prior to the effective date of the merger, the price per SalMar share in the merger shall be adjusted accordingly and the share capital will instead be increased by USD 39,424.23 through the issuance of 1,631,943 shares, each with a nominal value of USD 0.024.
Two strong players in aquaculture and fisheries
Since SalMar’s acquisition of NTS and the merger with NRS in 2022, SalMar has held a 37.5% ownership interest in Wilsgård. Wilsgård currently has a strong presence on Senja and has 5,844 tonnes MAB in licenses in production areas 10 and 11 in Northern Norway. The merger between Wilsgård and SalMar Farming brings together two strong players in fisheries and aquaculture, contributing to regional development. The merger is expected to increase operational efficiency, reduce costs and enhance financial resilience.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
SalMar referred like this to the stock exchange notice published on last 18 February regarding SalMar and Wilsgård Sea Service’s intention to develop the ownership in Wilsgård, including through a consolidation with the SalMar Group.
Large and efficient producer of salmon
SalMar is one of the world’s largest and 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.
In the presentation of the 2024 integrated Annual report, the President and CEO, Frode Arntsen, said: “While 2023 focused on highlighting the SalMar culture, 2024 was designated as the year of operations. We were put to the test. A creature reminiscent of a string of pearls – the string jellyfish – made significant impact on several of our farming sites, affecting fish welfare, leading to early harvesting and reduced production. Sea lice also presented challenges, although of a more predictable nature. Nevertheless, I must say that we navigated the rough waters with our heads held high and with positive prospects ahead, and we once again saw the value of having a strong and robust value chain to safeguard fish welfare and our value creation.”
The post The Boards of Directors Approve <em>SalMar</em> Merge with <em>Wilsgård</em> appeared first on Aquaculture Magazine.
