Frøya, 20 July 2023
Reference is made to the announcement on 5 June 2023 regarding the agreement
(the "Transaction Agreement") entered into by Falcon Bidco. AS (the "Offeror"),
a company indirectly wholly owned by infrastructure funds managed by Goldman
Sachs Asset Management, with NTS AS ("NTS"), a wholly owned subsidiary of SalMar
ASA ("SalMar") (OSE ticker: SALM), and Frøy ASA ("Frøy" or the "Company") (OSE
ticker: FROY), whereby the Offeror, on certain terms and conditions, agreed to
acquire NTS' entire ownership stake in Frøy, representing approximately 72.11%
of the shares in Frøy (the "Share Sale"), and following completion of the Share
Sale make an unconditional mandatory cash offer to acquire all other shares in
Frøy (the "Mandatory Offer", and together with the Share Sale, the
"Transaction").
As announced, completion of the Share Sale is subject only to:
(i) receipt of applicable approvals from competition authorities in Norway and
Ukraine, and the Norwegian Ministry of Trade, Industry and Fisheries having
granted an exemption with respect to the nationality requirements for NOR
registration in the Norwegian Maritime Code applicable to the vessels owned by
the Company