Cermaq ASA : Cermaq acquires shares in and secures future control of Copeinca
(Thomson Reuters ONE) -
Cermaq ASA has today on certain conditions secured future control of more than
50% of the shares in Copeinca through agreements with Copeinca ASA and major
shareholders of the company. Cermaq will launch a voluntary offer for the
remaining shares of the company.
The purpose of the transactions and intended voluntary offer is to establish
Copeinca, one of the leading fishmeal and fish oil producers in Peru, as a new
business unit for fish meal and fish oil in Cermaq and to ensure essential
marine ingredients for the feed customers of EWOS. The combined entity will
leverage on the significant competence and experience within both organizations
to improve the performance and quality of different fish meal and fish oils,
optimize feed formulations as well as supplying scarce raw materials to the
salmon farming industry. The transaction will further support Cermaq's vision as
an integrated marine protein company.
Copeinca is a publicly listed company at the Oslo Stock Exchange and is the
second largest holder of Peruvian anchoveta quota with 10.7% of the north
central quota. Copeinca reported total revenues in 2012 of USD 314 million and
an operating profit of USD 75 million. The company currently operates 28 fishing
vessels and 5 factories in Peru and sold a total of 178,753 mt fish meal and
41,932 mt fish oil in 2012. The number of employees in the company as of 31
December 2012 was 1,466.
The combined company is expected to benefit from annual synergies in the range
of NOK 250 - 270 million (pre-tax). The offer of NOK 59.70 per share values the
entire share capital of Copeinca at NOK 3,492 million on a fully diluted basis,
based on the shares outstanding as of 4 April 2013 prior to the share issue
directed towards Cermaq ASA and excluding the proposed dividend to shareholders,
corresponding to an enterprise value of NOK 4,770 million and the transaction is
expected to be EPS accretive in 2013 even excluding synergies.
"This transaction, when completed, will strengthen Cermaq's position as an
integrated marine protein company with a significant global market position in
marine raw materials which are essential for the salmon industry" says CEO Jon
Hindar in a comment.
"Copeinca and EWOS share a significant knowledge base which will create long
term benefits for our customers and significant synergies and corresponding
value creation for our shareholders", Mr Hindar further states.
"We look forward to complete this transaction and start the cooperation with the
employees and management team and key stakeholders of Copeinca" Jon Hindar
concludes.
"I am delighted to welcome Cermaq as a large shareholder in Copeinca and for
their intention to put forward a voluntary offer for all the shares in the
Company. I strongly agree with the long term strategic rationale, creating a
unique position that will enhance value throughout the value chain. The Peruvian
Fish and Fish oil Industry will benefit from the entrance of Cermaq, which,
consistent with the values of Copeinca, is highly focused on social
responsibility, sustainability and R&D. We look forward to working closer
together with the Cermaq team" says Samuel Dyer Coriat, Chairman of the board of
directors of Copeinca.
The Transaction
Several of the largest shareholders, including Dyer Coriat Holding SL and
Weilheim Investments SL, holding in total 22,663,230 shares in Copeinca, have
entered into irrevocable agreements to sell their shares in Copeinca at a price
of NOK 59.70 per share, out of which 40% will be paid in cash and 60% in Cermaq
shares and shareholders holding 342,373 shares have entered into irrevocable
agreements to sell their shares for NOK 59.70 per share in cash. In addition,
Cermaq has purchased 11,700,000 shares in Copeinca through a directed issue of
new shares and 852,993 treasury shares from the company. The acquired shares
currently provide Cermaq with an ownership of 17.9% of Copeinca. Together with
the shares to be acquired pursuant to the irrevocable purchase agreements,
Cermaq controls 50.7% of Copeinca's share capital subject to approval from the
shareholders of Cermaq ASA.
Cermaq will launch a voluntary cash offer for the remaining shares in Copeinca
with a consideration of NOK 59.70 per share.
The board of directors of Copeinca has unanimously resolved to recommend the
intended offer from Cermaq to Copeinca's shareholders and will in due course
publish a formal statement supporting the intended offer from Cermaq.
To partly finance the acquisition, maintain a solid financial capacity to
support Cermaq's investment grade rating and to retain financial flexibility to
secure profitable growth, Cermaq intends to launch a rights issue of NOK 1.6
billion, which will, save for the Norwegian Government's pro rata portion, be
fully underwritten.
Strategic rationale
As a result of the transactions, the combined entity will leverage on the
significant competence and experience within both organizations to improve the
performance and quality of different fish meal and fish oil, optimize feed
formulations as well as supplying scarce raw materials to the salmon farming
industry. The combination with Copeinca will further support Cermaq's vision as
an integrated marine protein company.
The combination of Cermaq and Copeinca, following successful completion of the
transactions, will enable exchange of information across the value chain,
improved research and development on marine raw materials and significant
knowledge based synergies through product improvement. Synergies will also be
realized within logistics and certain other functions and the transaction is
expected to provide significantly lower financing costs related to Copeinca's
interest bearing liabilities. Annual pre-tax synergy potential is estimated in
the range of NOK 250 - 270 million when fully phased in from 2017, while
substantial synergies are expected already from 2014.
Consideration and financing
The total consideration for 100% of the outstanding shares in Copeinca will be
NOK 3,492 million, out of which NOK 2,681 million will be paid in cash and the
remaining NOK 812 million in shares in Cermaq. The value per consideration share
shall be equal to the price per share in Cermaq calculated on the basis of the
VWAP of the shares in Cermaq based on volume and price as quoted on Oslo Børs
during the five trading days preceding the Offer becoming unconditional.
The transaction will be financed through a fully underwritten NOK 1,600 million
rights issue in Cermaq as well as using existing and new credit lines provided
by Cermaq's relationship banks.
The Norwegian state, represented by the Ministry of Trade and Industry, Cermaq's
largest shareholder with a shareholding of 43.5% of the issued shares, has
confirmed its intention to participate in the rights issue and to vote in favour
of the resolutions related to the transaction at an extraordinary general
meeting of Cermaq. The Ministry of Trade and Industry will put forward a
parliamentary proposition to participate for their pro rata share of the rights
issue. The Government Pension Fund Norway (Folketrygdfondet), owns 5.4% of the
issued shares, is supportive of the transaction and the rights issue, and has
entered into an agreement to underwrite and subscribe for its pro rata share of
the rights issue. The remaining share of the rights issue is underwritten by ABG
Sundal Collier and DNB Markets, subject to customary terms and conditions.
Ownership and corporate governance
It is expected that the Ministry of Trade and Industry will own between 40.0 and
40.5% of the company following completion of the Offer, from issuance of
consideration shares based on Cermaq's current share price and adjusting for the
proposed rights issue. Dyer Coriat Holding SL and Weilheim Investments SL will
upon completion of the Offer combined becomes Cermaq's largest private
shareholder with a shareholding of approximately 7.5% based on Cermaq's current
share price and adjusting for the proposed rights issue. These shareholders have
accepted a two year lock up period for the shares in Cermaq they receive as part
of the transaction.
Cermaq has undertaken to use its reasonable endeavours to ensure that Copeinca's
Chairman, Samuel Dyer Coriat will be represented on the board of directors of
Cermaq.
Copeinca's board of directors has undertaken to use its reasonable endeavours to
facilitate the election of one board member nominated by Cermaq to the Copeinca
board at Copeinca's annual general meeting to be held on 12 April 2013.
Cermaq has during the process gained a very favourable view of the management
team of Copeinca and upon completion of all transactions, we look forward to a
close cooperation between the current Copeinca management team and the
management teams in the Cermaq group.
Transaction structure and timing
The contemplated acquisition consists of the following:
* A completed directed issue of 11,700,000 shares at NOK 59.70 per share in
Copeinca towards Cermaq
* A completed purchase of 852,993 treasury shares from Copeinca at NOK 59.70
per share
* Irrevocable agreements for the sale of 22,663,230 shares in Copeinca to
Cermaq from key shareholders at NOK 59.70 per share out of which 40% will be
paid in cash and 60% will be paid in Cermaq shares
* Irrevocable agreements for the sale of 342,373 shares from other Copeinca
shareholders to Cermaq at NOK 59.70 per share with cash consideration
* A voluntary cash offer to acquire all the remaining shares in Copeinca at
NOK 59.70 per share.
All prices per share above are adjusted for the proposed dividend to Copeinca
shareholders and Cermaq will not receive any dividends on its recently acquired
shares.
The complete details of the Offer, with all terms and conditions, will be
included in an offer document to be sent to Copeinca shareholders following the
review and approval by the Oslo Stock Exchange in accordance with the regulation
of voluntary offers in the Norwegian Securities Trading Act Chapter 6. The
completion of the above-mentioned irrevocable agreements for sale of shares is
subject to certain conditions, including the completion of the Offer and the
rights issue.
Cermaq will call for an extraordinary general meeting, which is expected to be
held towards the end of May 2013, following an approval by the Norwegian
Parliament of the share subscription of the Ministry of Trade and Industry in
the rights issue. The subscription price in the rights issue will be set no
later than four days before the extraordinary general meeting. The subscription
period will commence shortly after the extraordinary general meeting, with the
rights issue targeted for completion in June 2013. The number of consideration
shares in Cermaq to be issued to the key shareholders in Copeinca who has agreed
to remain as shareholders in Cermaq will be based on the volume weighted average
price per share ("VWAP") in Cermaq based on volume and price as quoted on Oslo
Børs during the five trading days preceding the time when the transaction
becomes unconditional which is upon completion of the proposed rights issue in
Cermaq. Subscription rights will only be granted to registered Cermaq
shareholders as of the date of the extraordinary general meeting.
Financial effects
The transaction is expected to be EPS accretive for Cermaq's shareholders in
2013 based on current consensus estimates and excluding synergies. Intangible
assets currently estimated to approximately NOK 1 billion will be recognised in
Cermaq's accounts. The size of the rights issue has been determined in order to
maintain a solid financial capacity and flexibility and to support profitable
growth in all Cermaq's business units going forward. Leverage based on year end
2012 figures will increase somewhat and the pro forma equity ratio is estimated
to be 46% based on the combined 31 December 2012 figures.
Conditions
The voluntary offer, the acquisition of all shares in Copeinca and the rights
issue are subject to certain conditions, including the required approval by the
Norwegian Parliament
Advisors
ABG Sundal Collier is acting as financial advisor and Schjødt is acting as legal
advisor to Cermaq in connection with the Offer.
Contact details
Jon Hindar, CEO, phone: + 47 23 68 50 10, mobile:
+47 977 48 829
Tore Valderhaug, CFO, phone: + 47 23 68 50 38, mobile: +47 995 60 925
Dag Sletmo IR manager: phone + 47 23 6850 26, mobile:+47
95 28 61 34
Invitation
Cermaq and Copeinca will host a joint press conference at 10:00 am CET today at
Felix Konferansesenter, Bryggetorget 3, Aker brygge, 0125 Oslo which will also
be available on webcast.
The webcast is available via the link below. Participants should register
approximately 5 minutes prior to the start of the webcast.
Link to webcast: http://media01.smartcom.no/Microsite/start.aspx?eventid=7076
A conference call will be hosted at 13:30 CET. To participate in the conference
call, please dial the appropriate number below five minutes prior to the call:
Norway: +47 21 06 61 13
UK: +44 20 7153 9154
US: +1 877 423 0830
Pin Code 984344#
Please see the related investor presentation for further details about the
transaction.
Additional information about Copeinca
Copeinca is one of the largest fishmeal and fish oil producers in Peru. The
Company produces its fishmeal and fish oil from anchovy harvested off the coast
of Peru, and most of its production is exported. Key countries for export are
China, Japan, Germany, Canada, Chile and Denmark. Typical customers are fish and
animal feed producers as well as refineries for omega-3 products. Copeinca runs
its operations out of Lima and has its own fleet. The Company operates 5 plants
located in strategic locations all around the Peruvian coast line. The company
has around 1,400 part and full time employees.
Board of directors
Copeinca's board of directors consist of the following persons:
* Samuel Dyer Coriat, Chairman
* Kristjan Th. Davidsson, Vice Chairman
* Samuel Dyer Ampudia, Director
* Luis Dyer Ampudia, Director
* Sheila Dyer Coriat, Director
* Marianne Elisabeth Johnsen, Director
* Mimi Berdal, Director
Management
Copeinca's executive management team consists of the following persons:
* Pablo Trapunsky, Chief Executive Officer
* Clemencia Barreto, Logistics Manager
* Francesca Carnesella, Corporate Affairs Manager
* Angel Chiri Gutiérrez, Chief Financial Officer
* Giuliana Cavassa, Legal Manager
* Carlos Cipra, Controller
* Nathalie Mas, Human Resources Manager
* Diego Cateriano, Fleet Manager
* Renato Balarezo, Sales Manager
Interests of certain persons in the Transaction
Cermaq has in connection with the transaction entered into agreements to
purchase shares in Copeinca from Dyer Coriat Holding SL and Weilheim Investments
SL in which the following members of Copeinca's board of directors have
interest.
* Samuel Dyer Coriat
* Samuel Edward Dyer Ampudia
* Sheila Dyer
* Luis Dyer Ampudia
In addition, Cermaq has entered lock up agreements with Dyer Coriat Holding SL
and Weilheim Investments SL as described above.
Key financials
Key figures from Copeinca's consolidated statement of income and balance sheet
for the years ended 31 December 2012, 2011 and 2010 are included below.
Additional financial information can be found at Copeinca's web page
www.copeinca.com.
CONSOLIDATED STATEMENT OF INCOME For the year ended 31 December
USD '000 2010 2011 2012
--------------------------------------------------------------------
Sales 233 042 254 478 314 219
Cost of goods sold -151 037 -143 085 -196 862
Gross profit 82 005 111 393 117 357
Selling expenses -9 971 -12 596 -17 271
Administrative expenses -12 311 -13 780 -13 863
Other income 12 017 5 362 1 844
Other expenses -73 280 -16 120 -12 965
Operating profit / loss -1 540 74 259 75 102
Finance income 502 608 2 586
Finance costs -23 457 -21 007 -21 097
Exchange difference, net 7 370 10 375 14 764
Profit before income tax -17 125 64 235 71 355
Income tax expense 10 632 -16 466 -21 758
Profit for the year -6 493 47 769 49 597
--------------------------------------------------------------------
CONSOLIDATED BALANCE SHEET For the year ended 31 December
USD '000 2010 2011 2012
----------------------------------------------------------------
ASSETS
Non-current assets 592 230 627 077 666 530
Inventory and receivables 43 088 105 947 48 570
Cash and cash equivalents 34 201 60 490 39 090
----------------------------------------------------------------
Total assets 669 519 793 514 754 190
----------------------------------------------------------------
EQUITY AND LIABILITIES
Equity 331 737 388 643 410 120
Long term borrowings 201 500 218 488 201 919
Other long term liabilities 95 896 88 327 92 927
Current borrowings 16 042 47 788 21 920
Other short term liabilities 24 344 50 268 27 304
----------------------------------------------------------------
Total equity and liabilities 669 519 793 514 754 190
----------------------------------------------------------------
OTHER KEY FIGURES For the year ended 31 December
USD '000 (unless specified) 2010 2011 2012
---------------------------------------------------------------
EBITDA 76 227 106 466 103 807
Net interest bearing debt 183 341 205 786 184 749
Equity ratio (per cent) 49.5% 49.0% 54.4%
---------------------------------------------------------------
Cermaq is not aware of any significant assets or liabilities that are not shown
in Copeinca's balance sheet.
About Cermaq - Cermaq is an international group of companies with activities in
fish farming, production of salmonid feed and research in aquaculture. Cermaq
has operations in Norway, Chile, Canada, and Scotland, the main geographic
regions for salmon and trout farming, and in Vietnam. Through its business unit
EWOS, Cermaq ranks as the world's largest producer of feed for salmonids. The
business unit Mainstream is one of the world's leading farming companies of
salmon and trout. The group had sales of around NOK 11.8 billion in 2012. Cermaq
is listed on the Oslo stock exchange with ticker code CEQ. www.cermaq.com
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
Presentetion:
http://hugin.info/134455/R/1690498/554994.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Cermaq ASA via Thomson Reuters ONE
[HUG#1690498]
Datum: 05.04.2013 - 08:26 Uhr
Sprache: Deutsch
News-ID 246268
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