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OPINION OF THE BOARD OF DIRECTORS OF AKVA GROUP ASA


 

OPINION OF THE BOARD OF DIRECTORS OF AKVA GROUP ASA PURSUANT TO SECTION 6-16 OF THE NORWEGIAN SECURITIES TRADING ACT IN CONNECTION WITH THE MANDATORY OFFER PUT FORWARD BY KONTRARI AS

 

 

1      BACKGROUND

 

This statement is issued on behalf of AKVA group ASA ("AKVA" or "Company") pursuant to section 6-16 of the Norwegian Securities Trading Act (the "Securities Trading Act") in connection with the mandatory offer (the "Offer") put forward by Kontrari AS ("Kontrari" or "Offeror") in accordance with the offer document dated 21 July 2011 (the "Offer Document") regarding the acquisition of all outstanding shares in AKVA, other than the shares owned by Frode Teigen, Kontrari and Egersund Group AS (the three parties referred to as "Frode Teigen and related parties"). Frode Teigen is owner of 100% of the shares in Kontrari and 50% of the shares in Egersund Group AS.

 

On 24 May 2011 the Company resolved to carry out a rights offering where 8,611,434 new shares were offered at a subscription price of NOK 11.00 per share. The rights issue was fully underwritten by a consortium of shareholders, and the subscription period was from 3 June to 17 June. The subscription rights were freely transferable and listed on Oslo Børs in the subscription period. At the end of the subscription period, subscriptions for 11,905,181 new shares had been received, and the rights issue was consequently oversubscribed by approximately 38.2%. Following the allocation of shares in the rights offering, the total shareholding of Frode Teigen and related parties summarized to 39.99% of the shares.

 

On 24 June 2011, the Company was informed that Frode Teigen and related parties had disclosed a shareholding in excess of the mandatory offer threshold of 40.0% of the shares in the Company. Per 8 August 2011, Frode Teigen and related parties control 40.0% of the issued shares of AKVA.

 

Frode Teigen is a member of the board of directors of the Company. Pursuant to section 6-16, fourth paragraph, of the Norwegian Securities Trading Act, Oslo Børs shall decide who shall provide the statement to be given on behalf of the Company when a mandatory offer is made by a board member or any of its closely related parties. No other board member has a conflict of interest in relation to the Offer, and Oslo Børs has approved that the board members of the Company other than Frode Teigen provide this statement (such board members are for the purpose of this statement referred to as the "Board").  Frode Teigen has not participated in the Board's discussions regarding the preparation of this statement.

 

The following statement has been prepared in compliance with the Company's guidelines for takeover bids.

 

2      THE BOARD'S OPINION

 

2.1 Assessment of the Offer
The Board has reviewed the Offer Document and discusses below factors assumed to be of importance for determining whether the Offer should be accepted. The offer price (the "Offer Price") is NOK 11.00 per share, corresponding to a value of the Company's equity of NOK 284,177,333, based on 25,834,303 outstanding shares. The Offer price is equal to the share price in the rights issue carried out in June 2011. The Offer Price represents a discount of 3% on the average share price in the last month before the Offer, and a discount of 21% on the average share price the last 12 months before the Offer.

 

The Board has engaged First Securities AS ("First") as its financial adviser in connection with the Offer. Further, the Board has engaged Advokatfirmaet Wikborg Rein as its legal adviser in connection with the Offer.

 

First has conducted a study to determine whether the Offer Price reflects the share's reasonable market value. Based on an overall assessment, First is of the opinion that the Offer Price is low and that it does not reflect a reasonable market value for the AKVA share in the current situation. Although the shareholder structure in the Company to a certain extent limits the liquidity of the Company's shares, shareholders can in First's opinion expect to be able to realise the value potential of the Company's shares over time.

 

The Board has not initiated a process to encourage other industrial and/or financial potentially interested investors as the Board does not believe that a bid for the Company at this stage will materially increase shareholder value and also, due to the current shareholder structure, has no realistic expectation that alternative bidders will emerge.

 

It is evident from the Offer Document that the Offeror has no intentions of de-listing AKVA for the time being. However, it is also evident from the Offer Document that if the Offeror no longer finds it appropriate for AKVA to be listed on Oslo Børs, the Offeror can propose to the general meeting of AKVA to have AKVA delisted. Such a proposal would require a 2/3 majority of the votes cast and the share capital represented at a general meeting of AKVA before an application to be delisted can be filed. The granting of any such application would depend on an assessment to be made by Oslo Børs. Oslo Børs may also on its own initiative resolve to de-list the Shares from Oslo Børs, should the conditions for listing no longer be fulfilled. If AKVA were to be delisted, it must be expected that this would result in a further reduction in the liquidity of the shares.

 

2.2 Effects of the Offer in relation to the Company and the employees
Frode Teigen is owner of 100% of the shares in the Offeror and he is currently a member of the board of directors of the Company. Accordingly, there are reasons to believe that the Offeror will continue to support the Company's current strategy and plans.

 

The Board has noted Kontrari's statement in the Offer Document that Completion of the Mandatory Offer will not have any legal, economic, commercial or work-related consequences for the employees in AKVA, and has not found any reason to conclude differently. 

 

 

2.3 The Board Members' and CEO's point of view by virtue of being shareholders
The Board members Thorhild Widvey, Thore Michalsen and Steinar Mykløy own no shares in the Company. The Chairman of the Board, Amund Skarholt, owns 40,000 shares, Board member Tore Obrestad owns 2,368 shares, Board member Kjell-Arne Corneliussen owns 200 shares and Board member Anne Breiby, through her 100% owned company Kjerby AS, owns 13,000 shares in the Company. CEO Trond Williksen owns 40,000 shares in the Company. None of the Board members or the CEO will accept the Offer.

 

 

3      STATEMENTS FROM THE EMPLOYEES
The Offer has been made known to AKVA's employees. The Board has not received any statement from employees in connection with the Offer.

 

 

 

4      CONCLUSION

 

Based on the above and on a general assessment of the available alternatives, the Board unanimously recommends AKVA Group's shareholders not to accept the Offer from Kontrari. However, the Board wants to emphasise that the shareholders who decide to keep their shares should have a long term perspective on their investment due to the potential effect of the shareholder structure on the liquidity in the share. The Board furthermore emphasises that there can be no certainty that shareholders can realise a value for their shares in excess of the Offer Price as this will depend on future developments in market conditions and the Company's' performance, and shareholders should make their own assessment of the Offer.

 

 

 

Dated: 9 August 2011
AKVA group ASA

 

Web: www.akvagroup.com

 

CONTACTS:

 

 

Amund Skarholt     Chairman of the Board
Mobile:                   +47 97 55 94 25

 

 

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AKVA group is the leading provider of technology to the global fish farming industry and the only with global distribution. The products consist of software systems, operational equipment and sensor systems, feed systems, cage systems, net cleaning systems, light systems and recirculation aquaculture systems.

 

This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act)

AKVA group ASA Opinion Board of Directors
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