As previously announced, on 18 July 2013 Cermaq entered into a definitive agreement for the sale of its EWOS business to Altor Fund III GP Limited and Bain Capital Europe, LLP (collectively referred to as "Altor and Bain Capital"). The purchaser is a Norwegian company established by funds advised by Altor and Bain Capital for this purpose.

The transaction is structured as a sale and purchase of shares in certain Cermaq subsidiaries and certain assets and liabilities thereof. The aggregate agreed consideration implies an enterprise value of EWOS of NOK 6.5 billion, and will enable Cermaq to free up significant funds. Such funds will be used to reduce debt to ensure a continued solid capital structure and compliance with all financing commitments for the remaining operations, and to realize an extraordinary dividend to the shareholders. Subject to completion of the transaction, the company expects an extraordinary distribution to Cermaq's shareholders of around NOK 4.5 - 5.0 billion, or between NOK 48 and NOK 54 per share.  

The consideration will be payable in cash upon completion, however so that up to NOK 180 million will be contingent upon EWOS receiving payment of certain overdue outstanding receivables (on or after closing). Cermaq has further agreed to seek consents from its lenders to provide an unsecured backup facility of up to NOK 260 million for the period from completion of the transaction to 31 December 2014 for  the purpose of replacing any existing supplier financing which may fall away at closing, if any. Alternatively a delayed payment of NOK 130 million of the total consideration will be paid within 31 December 2014. 

As part of the transaction, Mainstream will enter into a long term feed agreement with EWOS on market terms. The six year contract includes exclusive deliveries from EWOS the first two years of the contract. 

Completion of the transaction is subject customary conditions for such transactions, including clearance from applicable competition authorities. The transaction is approved by Cermaq's lenders and corporate bodies, and is not made subject to any conditions on the purchaser's side with respect to any corporate approvals, financing, due diligence or similar. The transaction is scheduled to close by the end of October 2013. The members of the Cermaq Group Management will as part of closing of the transaction be entitled to a bonus equal to six months salary. 

The transaction has demonstrated significant values for Cermaq's shareholders compared to historic market valuation of the company. After completion of the transaction, Cermaq will be a pure salmonid aquaculture company with operations in three of the major salmon farming regions globally. The Cermaq board will now continue its efforts to further develop the company's significant farming activities in Norway, Canada and Chile. Cermaq supports a further consolidation of the farming industry in selected geographical areas and will consider various solutions to further develop the company's strong position and further maximize residual shareholder value.

ABG Sundal Collier has acted as financial advisor, and Schjødt as legal advisor, to Cermaq in connection with the transaction.

Information about EWOS

EWOS is a leading supplier of feed and nutrition for the international aquaculture industry. EWOS has produced fish feed since 1935 and today, the company operates in all four of the world's major salmon farming regions: Norway, Chile, Canada and Scotland.  In addition EWOS has entered the Pangasius feed market in Vietnam. EWOS continuously invests in research and development in order to maintain its strong reputation as the leader in its field. EWOS had 1024 employees at year end 2012.

As EWOS is a business unit consisting of several companies within the Cermaq group, the EWOS business unit does not have its own board of directors. The EWOS management team consists of the following persons: 

  • Einar Wathne, COO
  • Ian Carr, Group Marketing Director
  • Rune Vamråk, Managing Director New Markets
  • Andres Tagle, Managing Director EWOS Chile
  • Jason Mann, Managing Director EWOS Canada
  • Atle Kvist, M Director EWOS Norway
  • Douglas Low, Managing  Director EWOS UK
  • Adel El-Mowafi, Managing Director EWOS Innovation

Key figures for EWOS for the years ended 31 December 2010, 2011 and 2012 and for the first quarter of 2012 and 2013 are included below. Additional financial information can be found at Cermaq's web page www.cermaq.com.

Profit and loss          
NOKm 2010 2011 2012 Q1 2012 Q1 2013
Operating revenues 7 388.4 9 366.9 10 275.6 1 861.4 2 010.2
EBITDA 670.9 787.6 870.6 100.7 79.5
EBITDA margin 9.1% 8.4% 8.5% 5.4% 4.0%
EBIT pre fair value 509.1 624.8 713.2 61.6 38.2
EBIT pre fair value margin 6.9% 6.7% 6.9% 3.3% 1.9%
EBIT (operating profit) 521.9 607.3 734.9 64.1 17.6
Tax 122.2 127.3 157.2 -8.1 6.1
Net income 367.4 420.7 511.6 43.1 3.6
           
Key figures          
NOKm 2010 2011 2012 Q1 2012 Q1 2013
Volumes sold, ktonnes 876.2 1 081.4 1 207.6 229.6 213.4
ROCE (12 month rolling average) 19.1% 23.2% 23.5% 23.3% 22.1%
CAPEX 103.1 141.1 173.3 49.1 24.9
           
Balance sheet          
NOKm 2010 2011 2012 Q1 2012 Q1 2013
Assets 4 183.6 5 760.0 6 170.0 5 563.0 6 237.0
Equity 1 374.5 2 458.3 2 854.0 2 414.0 2 772.0
Liabilities 2 809.1 3 301.8 3 316.0 3 149.0 3 465.0

For further information please contact:

CEO Jon Hindar, mobile: +47 977 48 829

CFO Tore Valderhaug, mobile: +47 995 60 925

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, 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. For more information see www.cermaq.com.

 

This information is subject of the disclosure requirements acc. to §5-12 vphl (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: Cermaq ASA via Thomson Reuters ONE

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