Statt Torsk ASA: Transaction agreement with Vesterålen Havbruk AS
Statt Torsk ASA (the "Company") refers to the stock exchange notices of 7 August
2023, 16 August 2023, and 22 August 2023, regarding the letter of intent with
Vesterålen Havbruk AS ("Vesterålen Havbruk") and the decision to initiate a
strategic review to explore options for the Company to optimize shareholder
value and to secure financing.
The Company is pleased to announce that it has entered into a transaction
agreement with Vesterålen Havbruk, for a business combination between the
Company and Vesterålen Havbruk (the "Merger").
The Merger will be carried out by the Company transferring all its business,
including all assets, rights, and obligations, to a wholly owned subsidiary of
Vesterålen Havbruk as the acquiring company in the Merger. Consideration shares
in the Merger will be issued by Vesterålen Havbruk, based on an equity value of
the Company at NOK ~255m (implying a value per share of NOK ~1.20) and an equity
value of Vesterålen Havbruk at NOK ~610m, assuming the current balance sheet of
the parties. The Merger will involve a delisting of the Company's shares on
Euronext Growth Oslo.
Completion of the Merger is inter alia subject to the following conditions
having been satisfied or waived at each relevant party's discretion: (a) final
content of the merger plan in connection with the Merger in legal and commercial