SalMar-NRS merger complete after months-long process

The merger between salmon-farming companies SalMar and Norway Royal Salmon (NRS) has been finalized, with SalMar acquiring all outstanding shares in NTS, which owns NRS.

Frøya, Norway-headquartered SalMar confirmed the close of the deal on 7 November in a statement issued via the Oslo Børs saying the deal had been registered in the Norwegian Register of Business Enterprises. In February 2022, SalMar fought off Mowi in a bid to acquire NTS, making it likely the transaction would be consummated. SalMar ultimately opted for a merger rather than a share takeover and filed those plans in May 2022.

Through the merger, SalMar will absorb all assets, rights, and obligations of NRS, and NRS will be dissolved. NRS shareholders will receive a merger consideration consisting of 0.303933 shares in SalMar and NOK 52.84 (USD 5.04, EUR 5.15) in cash for each NRS share that they own.

SalMar has issued 17,851,550 new shares as a merger consideration, with its new share capital of NOK 33,912,887.25 (USD 3,236,727.81, EUR 3,302,592.05) divided into 135,651,549 shares – each with a par value of NOK 0.25 (USD 0.02, EUR 0.02).

Arctic Securities acted as financial advisor to SalMar, while Advokatfirmaet Bahr has acted as its legal advisor in the deal.

SalMar’s proposed share buyout of NTS and its subsequent merger with NRS recently received clearance from the European Commission. It had already been approved by the Norwegian Competition Authority.

In connection with the clearance from the European Commission, SalMar is to divest its 16,346,824 shares in Arctic Fish Holding that were held by NRS, with Mowi ASA already lined up to acquire these shares for a price of NOK 115 (USD 10.98, EUR 11.20) per share. The sale, which is subject to some conditions, represents about 51.28 percent of the shares and votes in the Icelandic salmon-farming company.

Currently, the SalMar group comprises farming operations in central and northern Norway and Iceland, as well as Norwegian harvesting and secondary processing operations at InnovaMar in Frøya, InnovaNor in Senja, and Vikenco in Aukra. In addition, the company has offshore aquaculture operations through the recently formed company SalMar Aker Ocean, and owns 50 percent of the shares in Scottish Sea Farms.

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