SalMar - Merger with Wilsgård AS and resolution to increase the share capital
Frøya, 22 April 2025
SalMar ASA (“SalMar”) refers to the stock exchange notice published on 18 February 2025 regarding SalMar and Wilsgård Sea Service AS’s intention to develop the ownership in Wilsgård AS (“Wilsgård”), including through a consolidation with the SalMar group.
The boards of Wilsgård, SalMar Farming AS, a wholly-owned subsidiary of SalMar, (“SalMar Farming”) and SalMar have today approved 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 NOK 1,767 million on a 100% basis. 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%. SalMar Farming will not receive any merger consideration.
Based on the board authorization granted by the general meeting in 2024, the board of SalMar has today resolved to increase the company’s share capital in connection with SalMar’s issuance of consideration shares. The share capital will be increased by NOK 392,054 through the issuance of 1,568,216 shares, each with a nominal value of NOK 0.25. The parties have agreed a price per SalMar share of NOK 563.38 in the merger. If SalMar’s previously proposed dividend of NOK 22 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 NOK 407,985.75 through the issuance of 1,631,943 shares, each with a nominal value of NOK 0.25.
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.
The merger is expected to be completed during the summer of 2025, dependent upon, amongst other things, approval from relevant authorities.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
For further information, please contact:
Frode Arntsen, CEO
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E-mail:
Håkon Husby, Head of Investor Relations
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