Copeinca ASA (CPNCF.PK), a fishmeal and fish oil producer in Peru, on Friday announced an agreement with Norwegian fish farm and fish feed company Cermaq ASA (CRMQF.PK), under which Cermaq would acquire 50.7 percent of Copeinca stake, and will launch a voluntary offer for all the remaining shares at a price of 59.70 Norwegian kroner per share.
The offer values the entire share capital of Copeinca at 3.49 billion kroner or about $605.4 million before taking into account the planned private placement, and 4.19 billion kroner or $726.8 million including the private placement.
Copeinca said its Board has unanimously resolved to recommend the contemplated offer from Cermaq to Copeinca's shareholders.
The agreement follows a review of all available options in order to maximize value for Copeinca's shareholders after the company received an unsolicited voluntary offer from Singapore-based China Fishery Group Ltd. (CIFHY.PK). In its review, the Board focused on discussions with parties potentially interested in making an offer, on better terms than, and within the timeframe set by, CFGL's offer.
Cermaq's per share price offer excludes Copeinca's proposed dividend of 3.56 kroner per share, and represents a premium of 10.9 percent to the offer price of 53.85 kroner per share launched by CFGL on March 13. It also represents a 55.8 percent premium to the closing price of the Copeinca share on February 22, the second last trading day prior to CFGL's announcement of the intended voluntary offer.
Under the transaction agreement, Cermaq has entered into an irrevocable purchase agreement to buy 23 million shares in Copeinca, representing 32.8 percent stake, from Dyer Coriat Holding SL, Weilheim Investments SL and certain other shareholders.
Cermaq has also acquired 852,993 treasury shares in Copeinca from its unit Copeinca Pesquera Inca S.A.C, and subscribed and been allocated 11.7 million new shares in Copeinca through a private placement directed at Cermaq resolved by the Board on April 4. Neither the acquired treasury shares nor the new shares will be entitled to the proposed dividend, the company noted.
With these, Cermaq now controls 50.7 percent of Copeinca's share capital after the private placement.
For all the remaining Copeinca shares, Cermaq will launch a voluntary offer at the same price, which is not subject to adjustment as a result of the proposed dividend distribution to be resolved at the annual general meeting in April.
The voluntary offer would be launched on or around April 29 with the offer period expected to expire on or around May 27 and with tentative settlement on or around June 28.
Completion of the irrevocable purchase agreement is subject to Cermaq's voluntary offer for all the remaining issued and outstanding shares of Copeinca being completed.
Copeinca said the proceeds from the private placement would be used for strengthening its financial structure and the capacity to secure further growth, as well as to improve Copeinca's long term product offerings.
In the deal, UBS, DNB Markets and Carnegie are acting as financial advisors and Thommessen is acting as Norwegian legal advisor to Copeinca.
In Oslo, Cermaq shares are currently trading at 88.25 kroner, down 2.50 kroner or 2.75 percent.
by RTT Staff Writer
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