Copeinca: STATEMENT BY THE BOARD OF DIRECTORS OF COPEINCA ASA IN CONNECTION WITH THE VOLUNTARY OFFER FROM GRAND SUCCESS INVESTMENT (SINGAPORE) PRIVATE LIMITED
(Thomson Reuters ONE) -
This statement is made by the Board of Directors of Copeinca ASA ("Copeinca" or
the "Company") in connection with the voluntary offer from Grand Success
Investment (Singapore) Private Limited (the "Offeror"), which is 100% indirectly
owned by China Fishery Group Limited ("CFGL"), to acquire all issued and
outstanding shares in Copeinca against a consideration of NOK 53.85 per share
(not subject to adjustment for the contemplated dividend distribution from
Copeinca of NOK 3.56 per share) (the "Offer Price") in cash (the "Offer"). This
statement is made pursuant to Section 6-16, cf. Section 6-19 of the Norwegian
Securities Trading Act of 2007.
Introduction
On 26 February 2013, CFGL announced its intention to make a voluntary offer for
all issued and outstanding shares in Copeinca at the Offer Price, for which it
had received irrevocable but conditional pre-acceptance from shareholders
holding 14.2% of the issued and outstanding shares in the Company. In addition,
CFGL had obtained an option to acquire approximately 10.8% of the issued and
outstanding shares in the Company from other shareholders at the Offer Price.
The announcement was unsolicited and was made without any contact or discussion
with the Board of Directors of Copeinca. On 13 March 2013, CFGL announced that
the Offeror had agreed to purchase 5,773,000 shares at the Offer Price from
Ocean Harvest S.L. ("Ocean Harvest"), representing approximately 9.9% of the
issued and outstanding shares in the Company. In addition, the Offeror had
received conditional pre-acceptance from Ocean Harvest for approximately 4.0%
more of the issued and outstanding shares in the Company.
On 14 March 2013, the Offeror launched the Offer as further described below.
On 5 April 2013, Copeinca announced that it had entered into a transaction
agreement with Cermaq ASA ("Cermaq"), governing inter alia Cermaq's (i) purchase
of shares from certain existing shareholders of Copeinca, (ii) purchase of
treasury shares in Copeinca, (iii) subscription of shares in a private placement
of Copeinca shares directed at Cermaq and (iv) committal to launch a voluntary
offer to acquire all remaining issued and outstanding shares in Copeinca against
a consideration in cash of NOK 59.70 per share (not subject to adjustment for
the contemplated dividend distribution from Copeinca of NOK 3.56 per share) (the
"Competing Offer").
The Offer
The Offeror launched the Offer through an offer document dated 13 March 2013
(the "Offer Document") submitted to Copeinca's shareholders, with an acceptance
period commencing on 14 March 2013 and ending on 15 April 2013 at 21:00 hours
(CET), subject to extensions. According to the Offer Document, settlement will,
subject to fulfilment or waiver of the conditions for the Offer, be made no
later than three weeks after the date on which the Offeror makes an announcement
that all conditions for completion of the Offer have been met or waived.
Settlement is expected to take place during the end of April or the beginning of
May 2013. If the acceptance period is not extended, the last possible settlement
date will be 12 July 2013. If the acceptance period is extended, the last
possible settlement day will be 22 August 2013. Detailed information about the
Offer, including the conditions for completion of the Offer, is included in the
Offer Document.
In the Offer, the Copeinca shareholders are offered NOK 53.85 in cash per share
(not subject to adjustment for the contemplated dividend distribution from
Copeinca of NOK 3.56 per share). The Offer Price values the aggregate of
Copeinca's issued and outstanding shares at NOK 3,150,225,000 (based on
58,500,000 outstanding shares in the Company). Further, the Offer Price
represents a premium of 25.1%, 27.4% and 29.4% to the volume weighted average
price of the Copeinca shares on the Oslo Stock Exchange over the one-week, one-
month and three-month periods, respectively, up to 25 February 2013, which was
the last trading day on the Oslo Stock Exchange prior to CFGL's initial public
announcement of its intention to make the Offer.
Since 26 February 2013, the Copeinca shares have traded in the range of NOK
55.00 to NOK 61.50. The shares have consequently traded both above and below the
Offer Price, but most recently the shares have traded above the Offer Price.
As is further detailed and specified in the Offer Document, the completion of
the Offer will inter alia be subject to the following conditions being satisfied
or waived by the Offeror (acting in its sole discretion): (i) valid acceptances
having been rendered and remaining valid and binding in respect of a number of
shares which (together with any shares held by the Offeror) is not less than
50.01% of the shares and votes in Copeinca on a fully diluted basis, (ii) the
receipt of all applicable competition and antitrust approvals, (iii) the receipt
of all other authorisations, consents, clearances and approvals necessary for
completion of the Offer from relevant governmental authorities, (iv) no material
adverse change having occurred, (v) the business of the Copeinca group in all
material respects being conducted in the ordinary course, as further specified
in the Offer Document (including that Copeinca has not made any proposal or
passed any resolution to change its share capital or number of shares), and in
accordance with applicable laws, regulations and decisions of any governmental
body, (vi) (a) that the shareholders of CFGL duly approve, in a general meeting
of shareholders, an increase of authorised share capital of CFGL, a contemplated
rights issue in CFGL (the "Rights Issue"), the Offer and the acquisition of the
Copeinca shares, (b) that the shareholders of CFGL's parent company Pacific
Andes Resources Development Limited ("PARD") duly approve, in a general meeting
of shareholders, PARD's participation in the Rights Issue and (c) that the
shareholders of CFGL's ultimate parent company Pacific Andes International
Holdings Limited ("PAIH") duly approve, in a general meeting of shareholders,
the Offer and the acquisition of the Copeinca shares (it being noted in the
Offer Document that shareholders holding over 50% of the voting rights in PAIH,
PARD and CFGL, respectively, have provided irrevocable undertakings that they
will vote for approval of the aforesaid matters in the respective general
meetings), and (vii) that all conditions precedent set out in the Offeror's
facility agreement for up to USD 295,000,000 and the underwriting agreement for
the Rights Issue (both agreements further described in the Offer Document) have
been met or waived.
As provided for in the Norwegian Securities Trading Act, if the Offeror becomes
the owner of Copeinca shares representing more than 90% of the total number of
shares issued by Copeinca, the Offeror will have the right to commence a
compulsory acquisition for cash of the Copeinca shares not already owned by the
Offeror. The Board of Directors notes that the Offer Document provides that the
Offeror does not intend to make such compulsory acquisition upon completion of
the Offer. Further, if the Offeror no longer considers the listing of the
Copeinca shares on the Oslo Stock Exchange appropriate, the Offeror may propose
to the general meeting of Copeinca that Copeinca shall apply for de-listing of
its shares from the Oslo Stock Exchange (which resolution would require the
approval by 2/3 majority of the votes cast and the share capital represented at
such general meeting). The Board of Directors notes that the Offeror intends to
maintain the listing status of Copeinca on the Oslo Stock Exchange and the Lima
Stock Exchange.
The Board of Directors further notes that it is stated in the Offer Document
that the Offeror has no current intention to dispose of any of Copeinca's
existing businesses following completion of the Offer.
Employees
CFGL has in the Offer Document noted that CFGL has no current intention to
affect the current operations of any member of the Copeinca group or discontinue
the employment of any of the existing employees of the Copeinca group, other
than in the ordinary course of business. The Offer is not expected to have any
legal, economic or work-related consequences for the employees of the Company.
The employees of Copeinca have not submitted a statement on the Offer.
The members of the Board of Directors elected by the shareholders and the CEO
holding shares in Copeinca do not intend to accept the Offer in respect of the
shares they hold.
Recommendation
The Board of Directors has reviewed the Offer Document and duly considered all
factors of significance when assessing whether the Offer should be accepted by
the shareholders of the Company.
Based on the terms of the Offer and the fact that Cermaq has committed to launch
the Competing Offer at a higher offer price per share than the Offer Price, the
Board of Directors has concluded not to recommend the shareholders of Copeinca
to accept the Offer made by the Offeror. In the view of the Board of Directors,
the Offer made by the Offeror does not represent an attractive opportunity for
Copeinca's shareholders.
The recommendation is unanimous.
4 April 2013
The Board of Directors of Copeinca ASA
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#1690529]
Unternehmensinformation / Kurzprofil:
Datum: 05.04.2013 - 08:38 Uhr
Sprache: Deutsch
News-ID 246273
Anzahl Zeichen: 11186
contact information:
Town:
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