COPEINCA ASA: CASH OFFER FROM CERMAQ ASA RECOMMENDED BY THE BOARD OF COPEINCA ASA
(Thomson Reuters ONE) -
Cermaq ASA acquires shares in Copeinca ASA and will make an offer to acquire all
remaining outstanding shares in Copeinca ASA for NOK 59.70 per share, excluding
the proposed dividend of NOK 3.56 per share
Reference is made to previous stock exchange notices from China Fishery Group
Limited ("CFGL") and Copeinca ASA ("Copeinca" or the "Company") regarding CFGL's
unsolicited voluntary offer for all the outstanding shares in Copeinca.
Following the announcement of CFGL's intended offer, the board of directors of
Copeinca (the "Board") together with its advisors have undertaken an extensive
review of all available options in order to maximize value for all of Copeinca's
shareholders. As per earlier announcements, the key focus of the Board's review
has been discussions with parties potentially interested in making an offer for
all of the shares in Copeinca, on better terms than, and within the timeframe
set by, CFGL's offer. The review has been very thorough and has resulted in
discussions with a number of potential offerors and parties undertaking due
diligence investigations of the Company.
As a result, the Board is today pleased to announce that Cermaq ASA ("Cermaq")
has entered into a transaction agreement with Copeinca (the "Transaction
Agreement"), pursuant to which Cermaq will launch a voluntary offer for all the
shares in Copeinca at a price of NOK 59.70 per share (excluding the proposed
dividend of NOK 3.56 per share proposed to be resolved at the annual general
meeting on 12 April 2013).
The Transaction Agreement governs Cermaq's (i) purchase of shares from certain
existing shareholders of Copeinca, (ii) subscription by Cermaq for Copeinca
shares in a private placement (iii) purchase of treasury shares in Copeinca and
(iv) launch of a voluntary offer for all the remaining issued and outstanding
shares of Copeinca.
Cermaq has, in accordance with the Transaction Agreement, entered into an
irrevocable purchase agreement to acquire 23,005,603 shares in Copeinca at NOK
59.70 per share from Dyer Coriat Holding SL, Weilheim Investments SL and certain
other shareholders, such shares representing 32.8% of all issued and outstanding
shares of Copeinca (after the issue of the new shares to Cermaq in the private
placement). The agreed consideration consists of a combination of cash and
shares in Cermaq. Completion of the irrevocable purchase agreement is subject to
Cermaq's voluntary offer for all the remaining issued and outstanding shares of
Copeinca being completed.
In addition, Cermaq has, in accordance with the Transaction Agreement, acquired
852,993 treasury shares in Copeinca at a purchase price per share of NOK 59.70
from Copeinca Pesquera Inca S.A.C (a wholly-owned subsidiary of Copeinca) and
subscribed and been allocated 11,700,000 new shares in Copeinca at a
subscription price of NOK 59.70 per share through a private placement directed
at Cermaq resolved by the Board on 4 April 2013 (the "Private Placement"). The
proceeds from the Private Placement are intended to be used for strengthening
Copeinca's financial structure and the capacity to secure further growth, as
well as to improve Copeinca's long term product offerings. The new shares will
be assigned a separate securities number (ISIN) and will only be listed and
tradable on Oslo Børs once a listing prospectus has been approved by the
Financial Supervisory Authority of Norway and published. Neither the acquired
treasury shares nor the new shares will be entitled to the proposed NOK 3.56 per
share dividend.
With the shares to be acquired pursuant to the irrevocable purchase agreements,
the acquired treasury shares and the new shares issued in the Private Placement,
Cermaq now controls 50.7% of Copeinca's share capital (after the Private
Placement).
Cermaq will, in accordance with the Transaction Agreement, launch a voluntary
offer to acquire the remaining shares in the Company at an offer price of NOK
59.70 per share. The offer price is not subject to adjustment as a result of the
Company's proposed dividend distribution of NOK 3.56 per share to be resolved at
the annual general meeting in April 2013. The voluntary offer is expected to be
launched on or around 29 April 2013 with the offer period expected to expire on
or around 27 May 2013 and with tentative settlement on or around 28 June 2013.
The offer price of NOK 59.70 per share represents a premium of 10.9% to the
offer price of NOK 53.85 per share in the voluntary offer launched by CFGL on
13 March 2013 and a 55.8% premium to the closing price of the Copeinca share on
22 February 2013 (the second last trading day prior to the announcement of the
intended voluntary offer by CFGL) and a premium of 42.8% to the closing price on
25 February 2013.
The offer values the entire share capital of Copeinca at NOK 3 492 million
before taking into account the Private Placement and NOK 4 191 million including
the Private Placement.
The completion of the voluntary offer will be conditional upon the following
conditions being satisfied or waived by Cermaq (acting in its sole discretion):
(i) all permits, consents and approvals required from applicable regulatory
authorities for the completion of the Offer shall have been obtained or any
applicable waiting periods have expired or lapsed, in each case without
conditions which in the reasonable opinion of Cermaq are likely to result in
expenditures, a reduction of the value of Copeinca or other adverse effects on
Cermaq or Copeinca and which in any of the foregoing cases is not insignificant,
(ii) the Board shall not have amended, without Cermaq's consent, or withdrawn
its recommendation of the Offer to its shareholders, (iii) Copeinca shall have
complied in all material respects with all its covenants, undertakings and
obligations under the Transaction Agreement, (iv) no material adverse change
shall have occurred prior to the payment date in the underwritten rights issue
in Cermaq to finance the Offer (the "Rights Issue"), (v) the underwritten Rights
Issue in Cermaq shall have been resolved at an extraordinary general meeting of
Cermaq, be fully subscribed, paid and registered in the Norwegian Registry of
Business Enterprises, (vi) no court or other governmental, regulatory authority
of competent jurisdiction shall have taken or initiated a process to take any
form of legal action that has the effect of (and in the case of any initiated
process, may reasonably lead to) the Offer not being able to be consummated or,
in connection with the Offer, impose conditions upon Cermaq, Copeinca or any of
their respective subsidiaries which would require Cermaq or any of its
subsidiaries to incur any material expenditure or would prohibit or
significantly impair Cermaq's ownership or operation of Copeinca and (vii) as of
the date it was given, (a) any public disclosures made by Copeinca since 6 June
2012, (b) the contents of any data room made available by Copeinca or its
advisers in connection with the Offer and (c) any information, written or oral,
provided by Copeinca or its advisers to Cermaq or its advisers in connection
with the Offer was correct and not misleading save for inaccuracies or omissions
which are not material in the context of Copeinca and its subsidiaries taken as
a whole.
The Board has unanimously resolved to recommend the contemplated offer from
Cermaq to Copeinca's shareholders and will in due course publish a formal
statement supporting the offer from Cermaq.
Following completion of the sale of the shares under the irrevocable purchase
agreement mentioned above, Dyer Coriat Holding S.L., Weilheim Investments S.L.,
Samuel Dyer Coriat and Samuel Edward Dyer Ampudia, all having notification
duties as primary insiders of Copeinca, will no longer own shares, or have
rights to shares, in Copeinca.
UBS, DNB Markets and Carnegie are acting as financial advisors and Thommessen is
acting as Norwegian legal advisor to Copeinca.
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 at:
http://media01.smartcom.no/Microsite/start.aspx?eventid=7076 Participants should
register approximately 5 minutes prior to the start of the webcast.
For further information, please contact:
Samuel Dyer Coriat
Chairman, Copeinca ASA
Email: sdyerc(at)copeinca.com.pe
Tel: + 51-(1)-213 4040
About Copeinca ASA
Copeinca ASA 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
ASA runs its operations out of Lima and has its own fleet. Copeinca ASA operates
5 plants located in strategic locations all around the Peruvian coast line. The
company has around 1,400 part and full time employees.
Please visit www.copeinca.com
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
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: Copeinca via Thomson Reuters ONE
[HUG#1690526]
Unternehmensinformation / Kurzprofil:
Datum: 05.04.2013 - 08:28 Uhr
Sprache: Deutsch
News-ID 246269
Anzahl Zeichen: 11065
contact information:
Town:
Lima 13
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 271 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"COPEINCA ASA: CASH OFFER FROM CERMAQ ASA RECOMMENDED BY THE BOARD OF COPEINCA ASA"
steht unter der journalistisch-redaktionellen Verantwortung von
Copeinca (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
