Statt Torsk ASA (the "Company") refers to the stock exchange releases made on 15
September 2023 and 3 November 2023 in connection with the contemplated merger
between the Company (as the transferring company) and Vesterålen Havbruk Statt
AS, a wholly owned subsidiary of Vesterålen Havbruk AS (as the acquiring
company), with consideration to the shareholders of the Company in the form of
shares in Vesterålen Havbruk AS (the "Merger").
The Company is pleased to announce that the board of directors of the three
companies involved in the Merger (the "Merger Parties") today have approved and
signed a merger plan for the Merger (the "Merger Plan"). The Merger will be
carried out by the Company transferring all its assets, rights and obligations
to Vesterålen Havbruk Statt AS with consideration to the shareholders of the
Company in the form of appr. 0.048168 new share in Vesterålen Havbruk AS for
each share held in the Company.
The exchange ratio in the Merger is based on an equity value of the Company of
appr. NOK 255 million (implying a value per share of appr. NOK 1.2042) and an
equity value of Vesterålen Havbruk AS of appr. NOK 610 million (implying a value
per share of NOK 25). The Merger will result in a delisting of the Company's
shares from Euronext Growth Oslo (the "Delisting").
An extraordinary general meeting of the Company for approval of the Merger Plan
and adoption of the necessary resolutions in connection with the Merger is
expected to be held on or about 18 December 2023.
Following the approval of the Merger Plan by the general meetings of the Merger
Parties, completion of the Merger will inter alia be subject to the following
conditions having been satisfied or waived: (i) the Merger Parties obtaining any
required governmental approvals and third-party consents