SalMar likely to take over NTS as its share-purchase offer achieves majority acceptance

SalMar’s bid to take over NTS will likely be successful, after a majority of NTS shareholders accepted the Frøya, Norway-based salmon-farming firm’s share-purchase offer.

On 14 February, SalMar made a voluntary offer for all outstanding shares in NTS for a combined NOK 24 (USD 2.70, EUR 2.39) in cash and 0.143241 shares in SalMar, equaling a total of NOK 120 (USD 13.50, EUR 11.94) per share. SalMar’s offer values the equity capital of NTS at approximately NOK 15.1 billion (USD 1.7 billion, EUR 1.5 billion). 

On Wednesday, 16 February, SalMar announced it had received irrevocable pre-acceptances for the equivalent of 50.1 percent of NTS, or nearly 63 million shares, surpassing the minimum required closing condition for the deal.

In August 2021, Rørvik, Norway-based NTS beat out SalMar to purchase 70 percent of salmon-farming firm NRS, which it then merged with SalmoNor – itself a combination of Midt-Norsk Havbruk AS and SalmoNor AS. The combined entity has a harvest potential of approximately 100,000 MT of head-on, gutted (HOG) salmon in Norway and expected 24,000 MT HOG in Iceland through its subsidiary Arctic Fish, making it the world’s sixth-largest salmon farmer.

Among those agreeing to SalMar’s offer are Nils Williksen AS, TerBoLi Invest AS, and Rodo Invest AS, which together own more than 33 million NTS shares in NTS, equating to 26.5 percent of its outstanding shares.

"SalMar represents a very good industrial solution, also locally in Rørvik and Namdalen, so this is something we believe will serve all parties well. And with a large component of the consideration in SalMar shares, we are still in participating in the continued development of the business,” Nils Williksen AS CEO Nils Martin Williksen said.

Terje Bondø, board chair of TerBoLi Invest AS and the former owner of SalmoNor, also backed the deal.

"We found a good industrial solution at a fair value,” he said. “SalMar has a fantastic track record of local development, operational excellence and profitability, so we are confident that they will be a good partner to further develop this in a good way, and secure life on the quayside and lights in the homes.”

Rodo Invest AS Administrative Director Roald Dolmen said the SalMar offer was the best available for both shareholders and the future of both companies.

"Rodo is just one of 14 shareholders who wanted to sell, and the offer from SalMar was something that all of us could support,” he said. “We believe in continued growth together with SalMar, and also are able to free up some capital that we can invest in our other business initiatives in the region.”

On 24 January 2022, Mowi announced its own offer to acquire all of the shares of NTS at NOK 110 (USD 12.37, EUR 10.94) per share, to be settled 50 percent in cash and 50 percent in Mowi shares. Mowi’s offer, which had valued NTS’ equity at around NOK 13.8 billion (USD 1.5 billion, EUR 1.4 billion), was higher than that made by a company owned by NTS shareholders of NOK 105 (USD 11.80, EUR 10.45) per share. However, on 14 February, Mowi said it would not match or exceed SalMar’s higher offer.

The acquisition will bring SalMar closer to Mowi's status as the largest salmon-farming company in the world. NTS Group is a fully integrated salmon farmer with an estimated annual production of 84,000 metric tons of gutted-weight salmon in production areas 7 to 12 in Norway and Iceland. It also holds 7.7 development licenses in Arctic Offshore Farming, and the aquaculture services company Frøy ASA.

Photo courtesy of SalMar