NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA OR JAPAN OFFER DOCUMENT. Voluntary offer to acquire all outstanding Shares in. Cermaq ASA.

Transcription

1 NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA OR JAPAN OFFER DOCUMENT Voluntary offer to acquire all outstanding Shares in Cermaq ASA made by MC Ocean Holdings Limited Offer Price: NOK 96 in cash per Share in Cermaq ASA Acceptance Period: From and including 22 September 2014 to and including 20 October 2014 at 16:30 CET (subject to extension) THE OFFER IS NOT BEING MADE AND DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION OR TO ANY PERSON WHERE THE MAKING OR ACCEPTANCE OF THE OFFER OR SOLICITATION WOULD BE IN VIOLATION OF THE LAWS OR REGULATIONS OF SUCH JURISDICTION Financial Advisor: Morgan Stanley & Co. International plc Receiving Agent: SpareBank 1 Markets AS 22 September 2014

2 IMPORTANT INFORMATION This Offer Document has been prepared by MC Ocean Holdings Limited (the Offeror ) in order to document the terms, conditions and limitations of its voluntary tender offer (the Offer ) to acquire all outstanding shares (the Shares ) in Cermaq ASA (the Company or Cermaq ) pursuant to section 6-19 of the Norwegian Securities Trading Act of 29 June 2007 no. 75 (the Securities Trading Act ) at an offer price per Share of NOK 96 (the Offer Price ). The Offer can be accepted in the period from and including 22 September 2014 to and including 16:30 hours (Central European Time, CET ) on 20 October 2014 (subject to extension) (the Acceptance Period ). In the event that the Offeror has not announced that the conditions for closing of the Offer have been met or waived by 16:30 CET on 15 December 2014 (the Drop-dead Date ), the Offer will not be completed and shareholders who have tendered their Shares will be released from their acceptances of the Offer. If the Acceptance Period is extended, the Drop-dead Date will be extended accordingly. This Offer Document and the Offer have been reviewed and approved by Oslo Stock Exchange in its capacity as take-over authority of Norway pursuant to section 6-14 of the Securities Trading Act. The Offer is made to all shareholders of the Company who can legally receive this Offer Document and accept the Offer. With the exception of the Offeror, no person is entitled or authorized to provide any information or make any representations in connection with the Offer other than the information included in this Offer Document. If such information or representation is provided or made by any other party than the Offeror, such information or representation, as the case may be, should not be relied upon as having been provided or made by or on behalf of the Offeror. Shareholders of the Company must rely upon their own examination of this Offer Document. Each shareholder should study this Offer Document carefully in order to be able to make an informed and balanced assessment of the Offer and the information that is discussed and described herein. Shareholders should not construe the contents of this Offer Document as legal, tax or accounting advice, or as information necessarily applicable to each shareholder. Each shareholder in the Company is urged to seek independent advice of its own financial and legal advisors prior to making a decision to accept the Offer. Information on Cermaq in this Offer Document is based on the Company`s public accounts and other material in the public domain. The Offeror disclaims any responsibility and liability for the accuracy or completeness of the Offer Document in terms of the information on Cermaq. This Offer Document has been prepared in the English language only. A summary in Norwegian is included in section 9 ( Norsk Sammendrag (Norwegian Summary) ) for information purposes only. The English version is the legally binding version and shall prevail in case of any discrepancies between the text and the Norwegian Summary. Morgan Stanley & Co. International plc is acting as financial advisor (the Financial Advisor ) to the Offeror, and SpareBank 1 Markets AS as receiving agent (the Receiving Agent or Sparebank 1 Markets ) in connection with the Offer. Neither the Financial Advisor, nor the Receiving Agent, is acting on behalf of any other party in connection with the Offer and will not be responsible to any party other than the Offeror for providing (i) the protections normally granted to their customers or (ii) advice in relation to the Offer. 2 (44)

3 The Offer is not made to persons present or resident in, with registered or mailing addresses in, or who are citizens of, Australia and Japan, and this Offer Document, its contents and any other material or information regarding the Offer must not be mailed, communicated or otherwise distributed in or into Australia or Japan by any person, all as set out in more detail under section 4.5 ("Procedures for accepting the Offer") and section 4.14 ("Restrictions"). Persons who receive this Offer Document must comply with these restrictions. Failure to do so may constitute a violation of law. This Offer Document does not constitute an offer to buy, or the solicitation of an offer to sell, any securities other than the securities to which it relates or an offer to buy or the solicitation of an offer to sell such securities by any person in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful. NOTICE TO SHAREHOLDERS IN THE UNITED STATES The Offer will be made in the United States pursuant to an exemption from certain requirements of the United States federal tender offer rules as provided by Rule 14d-1(c) under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act") and is subject only to certain provisions of Section 14(e) and Regulation 14E thereunder and certain other applicable laws. The Offer will be made for the securities of a Norwegian company whose shares are listed on Oslo Stock Exchange and is subject to Norwegian disclosure requirements, which are different from those of the United States. The Offer will be made in the United States pursuant to applicable United States federal tender offer rules and otherwise in accordance with the requirements of Norwegian law and the applicable rules and regulations of the Oslo Stock Exchange. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that may be different from those applicable under United States domestic tender offer procedures and law. See section for further information applicable to shareholders in the United States. 3 (44)

4 TABLE OF CONTENTS 1. SUMMARY OF KEY TERMS OF THE OFFER STATEMENT REGARDING THE OFFER DOCUMENT BACKGROUND FOR THE OFFER TERMS AND CONDITIONS OF THE OFFER ADDITIONAL INFORMATION ON THE OFFER INFORMATION ON CERMAQ INFORMATION ON THE MC GROUP TAXATION NORSK SAMMENDRAG (NORWEGIAN SUMMARY) APPENDIX A STATEMENT BY THE BOARD OF DIRECTORS OF THE COMPANY APPENDIX B ACCEPTANCE FORM APPENDIX C AKSEPTFORMULAR (NORWEGIAN LANGUAGE ACCEPTANCE FORM) This Offer Document has been prepared in the English language only. A summary in Norwegian is included in section 9 ( Norsk Sammendrag (Norwegian Summary) ) for information purposes only. The English version is the legally binding version and shall prevail in case of any discrepancies between the text and the Norwegian Summary. 4 (44)

5 1. SUMMARY OF KEY TERMS OF THE OFFER The following is a brief summary of the main terms and conditions of the Offer. The complete terms and conditions of the Offer are set out in section 4 ( Terms and conditions of the Offer ): Offeror Target Offer Price Blocking of tendered Shares Acceptance Period Conditions for completion of the Offer Drop-dead Date Settlement Acceptance binding MC Ocean Holdings Limited, see section 7 ( Information on MC ). Cermaq ASA, see section 6 ( Information on Cermaq ). NOK 96 per Share, see section 4.1 ( Offer Price ). By delivering a duly executed acceptance form, shareholders give the Receiving Agent an authorization to block the Shares to which the acceptance form relates, in favour of the Receiving Agent. The Receiving Agent is at the same time authorized to transfer the Shares to the Offeror against payment of the Offer Price. See section 4.6 ( Blocking of tendered shares ). In the event the Offer is cancelled, the blocking will be terminated. It is not possible for the shareholder to dispose over the Shares when they are blocked. The shareholder is free to dispose over any other securities registered in the same VPS-account as the blocked Shares. From and including 22 September 2014 to and including 20 October 2014 at 16:30 CET, subject to extension (see section 4.2 ( Acceptance Period ). Completion of the Offer is subject to several conditions, including but not limited to minimum acceptance, board recommendation, regulatory approvals, no material adverse effect and conduct of business being met or (subject to any qualifications set out in each condition) waived by the Offeror, see section 4.3 ( Conditions for completion of the Offer ). If the Offeror has not confirmed that the conditions of the Offer have been met or waived prior to 16:30 CET on 15 December 2014, subject to extension of the Acceptance Period, the Offer shall lapse and any tendered Shares shall be released by the Offeror. See section 4.4 ( Drop-dead Date ). It is expected that the conditions for the completion of the Offer will be met mid November 2014; however, no guarantee can be made. Settlement will be made in NOK within two weeks after announcement that all conditions for completion of the Offer have been met or waived, see section 4.12 ( Settlement ). If the Acceptance Period is extended, the settlement date may be postponed correspondingly. The acceptance of the Offer is irrevocable, and may not be withdrawn, in whole or in part, once the Receiving Agent has received the acceptance form, see section 4.5 ( Procedures for accepting the Offer ). Shareholders that accept the Offer will remain the legal owners of their Shares and retain voting rights and 5 (44)

6 other shareholder rights related thereto until settlement has taken place. Amendments to the Offer Governing Law and Jurisdiction Subject to approval by the Oslo Stock Exchange, the Offeror reserves the right to amend the Offer, including the Acceptance Period and/or the Offer Price, in its sole discretion at any time during the Acceptance Period, provided however that the Offeror may not amend the Offer in a manner which disadvantages the shareholders, see section 4.8 ( Amendments to the Offer ). Any acceptance received is binding even if the Acceptance Period or the Drop-dead Date is extended and/or the Offer is otherwise amended in accordance with the terms of the Offer. Shareholders who have already accepted the Offer in its original form or with previous amendments will be entitled to any benefits arising from such amendments. The Offer, this Offer Document and all acceptances of the Offer shall be governed by Norwegian law with the Oslo District Court as legal venue. 6 (44)

7 2. STATEMENT REGARDING THE OFFER DOCUMENT This Offer Document has been prepared by the Offeror in accordance with the Securities Trading Act to provide the shareholders of the Company with a basis for evaluating the Offer by the Offeror to acquire the Shares in the Company as presented herein. The Offeror undertakes no responsibility for the correctness or completeness of information regarding the Company set out herein, which has exclusively been derived from public sources. 22 September 2014 MC Ocean Holdings Limited 7 (44)

8 3. BACKGROUND FOR THE OFFER 3.1 General As of the date of this Offer Document, the Offeror owns no Shares in the Company and has not previously acquired or paid for, or agreed to acquire or pay for, Shares in the Company. No other rights to Shares, convertible loans (as set out in section 11-1 of the Norwegian Public Limited Companies Act of 1997 (the Companies Act )) or any other financial instruments that gives the right to acquire shares in the Company are held by the Offeror or any related party or close associate of the Offeror (as defined in section 2-5 of the Securities Trading Act). The Offeror is offering to acquire all outstanding Shares in Cermaq on the terms and subject to the conditions and limitations set out in this Offer Document. The Offeror is offering to pay NOK 96 in cash for each Share in the Company (par value NOK 10 per share) tendered in the Offer. The graph below shows the development in trading price (closing price) and traded volume for the Shares on Oslo Stock Exchange in the period from 20 September 2013 to 19 September 2014 (adjusted for dividend payments). During this period, the Company has declared dividends in an aggregate amount of NOK per Share. 3.2 The Offeror The Offer is made by MC Ocean Holdings Limited, a private limited liability company incorporated and existing under the laws of England and Wales with registration number and registered address Mid City Place, 71 High Holborn, London, WC1V 6BA United Kingdom. The Offeror is owned 100% by Mitsubishi Corporation ( MC, and together with its subsidiaries the MC Group ). For further information on the MC Group, please see section 7 ( Information on the MC Group ) below. 8 (44)

9 3.3 Cermaq Cermaq ASA is a public limited liability company incorporated and existing under the laws of Norway with registration number and registered business address at Dronning Eufemias gate 16, 0191 Oslo, Norway. The Shares in the Company are primary listed on the Oslo Stock Exchange with ticker code CEQ. The Company has a registered share capital of NOK 925,000,000, divided into 92,500,000 Shares, each with a par value of NOK 10. The Company s Shares provide equal rights to vote and other privileges in the Company in accordance with the Companies Act. The Shares are registered in the VPS with International Securities Identification Number ( ISIN ) NO For further information on Cermaq see section 6 ( Information on Cermaq ) below. 9 (44)

10 4. TERMS AND CONDITIONS OF THE OFFER 4.1 Offer Price Shareholders of the Company who accept the Offer will receive NOK 96 per Share tendered in the Offer. This represents a premium of approximately 14.3% to the closing Share price of Cermaq on 19 September 2014, the last trading day prior to the announcement of the Offer; and a premium of approximately 17.0%, approximately 18.3% and approximately 27.7% to the one, three and six months volume weighted average share price of Cermaq, respectively, for the period ending on 19 September The Offer Price will be paid in cash according to the terms set out in this Offer Document. The Offer values the Company at approximately NOK 8,880 million. Further, the Offer Price corresponds to an enterprise value of the Company of approximately NOK 10,972 million (assuming current and noncurrent interest bearing liabilities and cash and cash equivalents as of June 2014). Subject to section 4.13 ( Acquisition of Shares outside the Offer ), if the Offeror (or any other member of the MC Group) directly or indirectly acquires or enters into any agreement to acquire Shares of the Company (in the open market or privately negotiated transaction or otherwise) before the date of the settlement of the Offer at a consideration higher than that offered in the Offer ( Higher Consideration ), the consideration in the Offer will be increased to be at least equal to such Higher Consideration. Any non-cash element in such Higher Consideration shall be valued and converted into cash for the purpose of determining the increase of the consideration offered in the Offer. If the Company should decide to (i) change the Company's share capital, the number of Shares issued, the par value of the Shares, (ii) resolve to distribute dividend or other distributions to the Company shareholders, (iii) issue instruments which give the right to require Shares issued, or (iv) announce that the Company has decided on any such measures, the Offeror may, in accordance with the procedures set out in Section 4.8 ( Amendments to the Offer ), adjust the Offer Price and/or other terms and conditions of the Offer to compensate for the economic effects of such decisions. Further, subject to the approval by the Oslo Stock Exchange, the Offeror may in its sole discretion increase the Offer Price. If such adjustment is made, acceptances of the Offer received prior to the adjustments shall be deemed an acceptance of the Offer as revised. No interest or other compensation other than the Offer Price will be paid by the Offeror to tendering shareholders for Shares tendered. Further, no interest or other compensation will be paid by the Offeror to the tendering shareholders in the event the Offer is not completed. 4.2 Acceptance Period The Offer can be accepted from and including 22 September 2014 to and including 20 October 2014 at 16:30 CET. Subject to the approval by Oslo Stock Exchange, the Offeror may in its sole discretion extend the Acceptance Period (one or more times) so that the aggregate Acceptance Period amounts up to a total of ten weeks (in which case it would expire on 1 December 2014). Any extension of the Acceptance Period will be announced in the manner described in section 4.11 ( Notices ) below on or before the last day of the prevailing Acceptance Period. When referring to the Acceptance Period in this Offer Document this refers to the Acceptance Period as extended from time to time. The Offeror will, after expiry of the Acceptance Period, issue a notification informing about the level of acceptance in the Offer. 10 (44)

11 4.3 Conditions for completion of the Offer Completion of the Offer is subject to the satisfaction, or waiver at the Offeror s sole discretion, of the following conditions: (a) (b) (c) (d) (e) Minimum acceptance. The Offer shall at or prior to the expiration of the Acceptance Period have been validly accepted by shareholders of the Company representing more than 90% of the issued and outstanding share capital and voting rights of the Company on a Fully Diluted basis, and such acceptances not being subject to any third party consents in respect of pledges or other rights. For this purpose, "Fully Diluted" shall mean all issued Shares in the Company together with all shares which the Company would be required to issue if all rights to subscribe for or otherwise require the Company to issue additional shares, under any agreement or instrument, existing at or prior to completion of the Offer, were exercised. The Offeror cannot waive this condition if such waiver will result in the Offeror owning less than 50% of the total issued and outstanding Shares in the Company. The Offeror is not aware that the Company has issued any relevant rights to Shares as per the date of this Offer Document. Board Recommendation. That a recommendation, satisfactory to the Offeror, from the board of directors of the Company to its shareholders to accept the Offer has been issued and not been withdrawn. As of the date of this Offer Document, this condition is met by the statement included in Appendix A hereto. Regulatory approvals. Authorisations, consents, clearances and approvals required from the anti-trust authorities or bodies in Canada, Japan, France and Poland for completion of the Offer having been obtained and such authorisations, consents, clearances and approvals remaining in full force and effect as at the date of satisfaction of the last of the Offer conditions (and no statutes or regulations having been enacted or passed in any of the aforementioned or any other jurisdiction after the announcement of the Offer which will make it illegal to complete the Offer). Anti-trust clearances are expected to be in place by mid November 2014; however no assurance can be given as to whether this will happen within the expected timeframe. No Material Adverse Effect. None of the following events shall have occurred in Norway, Chile or Canada: (i) war, hostilities, act of terrorism, revolution, riots, military or usurped power, civil war or similar, (ii) natural disasters such as earthquake, hurricane, flooding, landslide, tidal wave, tsunami or similar, (iii) declaration of emergency or martial law or other similar calamity or crises or event, if any such event specified in clauses (i) through (iii) has or can reasonably be expected to have a material adverse effect on the financial condition, results of operations or the business prospects of the Company and its subsidiaries, taken as a whole. Ordinary conduct of Business. That (i) the business of the Company and its subsidiaries, in the period until settlement of the Offer, has in all material respects been conducted in the ordinary course and in accordance with applicable laws, regulations and decisions of any governmental body; (ii) there has not been made, and not been passed any decision to make or published any intention to make, any changes in the share capital of the Company or its subsidiaries, issuance of rights which entitles holders to demand new shares or similar securities, payment of dividend, proposals to shareholders for merger or de-merger, or any other change of corporate structure; (iii) there has not been made any material changes in the Company s senior management; and (iv) the Company shall not have entered into any 11 (44)

12 agreement for, or carried out any transaction that constitutes, a competing offer under the Tender Offer Agreement. (f) (g) No breach. The Company shall not have materially breached any undertakings pursuant to the Tender Offer Agreement, nor any of the other obligations the Company has undertaken pursuant to the Tender Offer Agreement. For an overview of such undertakings and obligations, please see section 5.1 ( Contact between the parties prior to the Offer ) below. No governmental interference. No court or other governmental, regulatory authority of competent jurisdiction shall have taken or initiated a process to take any form of legal action (whether temporary, preliminary or permanent) that has the effect of (and in the case of any initiated process, may reasonably lead to) the Offer not being able to be consummated or, in connection with the Offer, impose conditions upon the Offeror, the Company or any of its subsidiaries which would require the Offeror to incur any material expenditure or would prohibit or significantly impair Offeror s ownership or operation of the Company. As soon as each of the conditions above has been met, waived or failed to be met, the Offeror will issue a notification to that effect in accordance with the procedures set out in section 4.11 ( Notices ) below. 4.4 Drop-dead Date The Offeror expects that the conditions for completion of the Offer will be met or waived as applicable by mid November 2014; however, there is no assurance of this or that the conditions will at all be met or waived as applicable. In the event that the Offeror has not announced that the conditions for closing of the Offer have been met or waived by 16:30 CET on 15 December 2014, the Offer will not be completed and shareholders who have tendered their Shares will be released from their acceptances of the Offer. If the Acceptance Period is extended, the Drop-dead Date shall be deemed to be extended accordingly, and the latest possible Drop-dead Date will be 26 January No interest will be paid to shareholders for the period between the expiry of the Acceptance Period and the Drop-dead Date (in both cases as extended). 4.5 Procedures for accepting the Offer Shareholders, other than Shareholders present or resident in, with registered or mailing address in, or who are citizens of, Australia or Japan, who wish to accept the Offer must complete and sign the acceptance form enclosed with this Offer Document (the Acceptance Form ) and return it by post or to the Receiving Agent within the expiration of the Acceptance Period on 20 October 2014 at 16:30 CET (or such time that the Acceptance Period may be extended to). The Acceptance Form can be submitted by fax, hand delivery, or by mail. As the Acceptance Form must be received by the Receiving Agent before 20 October 2014 at 16:30 CET (or such time that the Acceptance Period may be extended to), it is not sufficient to mail the Acceptance Form by regular mail on 20 October An acceptance of the Offer will, in addition to the Shares the shareholder has registered on the VPS account stated in the Acceptance Form, cover all Shares the shareholder holds or acquires and that are registered on the VPS-account stated in the Acceptance Form before the VPS account is debited. 12 (44)

13 Shareholders who own Shares registered on more than one VPS account must submit a separate Acceptance Form for each account. The correctly completed and signed Acceptance Form shall be sent by fax, delivered by hand, ed or sent by mail to the Receiving Agent at the following address: SpareBank 1 Markets AS P.O. Box 1398 Vika, 0114 Oslo, Norway Telephone: Telefax: offering@sb1markets.no Any Acceptance Form that is not correctly completed or that is received after the expiration of the Acceptance Period can be rejected without further notice. The Offeror reserves the right to approve acceptances that are received after the expiration of the Acceptance Period or that are not correctly completed within the limits of the requirements in section 6-10 (9) of the Securities Trading Act for equal treatment of shareholders. Shareholders, who own Shares registered in the name of brokers, banks, investment companies or other nominees, must contact such persons to accept the Offer. Acceptance of the Offer for Shares registered in the name of an investment manager must be done by the manager on behalf of the shareholder. All Shares tendered in the Offer are to be transferred free of any encumbrances and any other third party rights whatsoever and with all shareholder rights attached to them. Any third party with registered encumbrances or other third-party rights over the relevant VPS account(s) must sign the Acceptance Form and thereby waive its rights in the Shares sold in the Offer and approve the transfer of the Shares to the Offeror free and clear of any such encumbrances and any other third party rights. Acceptances will be treated as valid only if any such rights holder has consented in signing on the Acceptance Form for the sale and transfer of the Shares free of encumbrances to the Offeror. Procuring relevant consent from the rights holder is the sole risk and responsibility of the accepting Shareholder. No confirmation of receipt of Acceptance Forms or other documents will be made on behalf of the Offeror. All notifications, documents and remittance that shall be delivered by or sent to or from the shareholders who accept the Offer (or their representatives) will be sent to or delivered by them at their own risk. The acceptance of the Offer is irrevocable, and may not be withdrawn, in whole or in part, once the Receiving Agent has received the Acceptance Form. By delivering a duly executed Acceptance Form, shareholders irrevocably authorise the Receiving Agent to debit such accepting shareholder s VPS-account, and to transfer the Shares to the Offeror against payment of the Offer Price per Share upon completion of the Offer. In accordance with the Securities Trading Act, SpareBank 1 Markets as Receiving Agent must categorize all new customers in one of three customer categories. All shareholders delivering the Acceptance Form and which are not existing clients of SpareBank1 Markets will be categorized as non-professional clients. For further information about the categorization, the shareholder may contact SpareBank1 Markets. SpareBank1 Markets will treat the delivery of the Acceptance Form as an execution only instruction from the shareholder to sell his/her/its shares under the Offer, ref. 13 (44)

14 the Securities Trading Act section 10-11(6), since SpareBank1 Markets is not in the position to determine whether the acceptance and selling of Shares is suitable or not for the shareholder. Hence, an accepting shareholder will not benefit from the protection of the relevant conduct of business rules in accordance with the Securities Trading Act. The shareholder will not be registered as a customer of SpareBank 1 Markets for any other transaction unless and until a complete customer registration form has been completed and received by SpareBank 1 Markets. 4.6 Blocking of tendered shares By delivering a duly executed Acceptance Form, shareholders give the Receiving Agent an authorization to block the Shares to which the Acceptance Form relates, in favour of the Receiving Agent. The Receiving Agent is at the same time authorized to transfer the Shares to the Offeror against payment of the Offer Price (see section 4.5 ( Procedures for accepting the Offer ) above and section 4.12 ( Settlement ) below). In the event the Offer is cancelled, the blocking will be terminated. The shareholder undertakes, from the time of delivering a duly executed Acceptance Form, not to, and it will, from the time of blocking, not be possible to sell or in any other way dispose over, use as security, pledge, encumber or transfer to another VPS-account, the Shares covered by the Acceptance Form. The shareholder is free to dispose over any other securities registered in the same VPS account as the blocked Shares. 4.7 Shareholder rights Shareholders that accept the Offer will remain the legal owners of their Shares and retain voting rights and other shareholder rights related thereto to the extent permitted under Norwegian law until settlement has taken place. 4.8 Amendments to the Offer Subject to the approval of the Oslo Stock Exchange, the Offeror reserves the right to amend the Offer, including by increasing the Offer Price or extending the Acceptance Period one or several times, in its sole discretion at any time during the Acceptance Period, provided however, that the Offeror may not amend the Offer in a manner which disadvantages the shareholders. Any amendments are binding on the Offeror once a notice is published by Oslo Stock Exchange in accordance with the procedures set out in section 4.11 ( Notices ) below. Any acceptance received by the Receiving Agent is binding even if the Acceptance Period and the Drop-dead Date is extended and/or the Offer Price is increased and/or the Offer is otherwise amended in accordance with the terms of this Offer Document. Shareholders who have already accepted the Offer in its original form or with previous amendments will be entitled to any benefits arising from such amendments. 4.9 Transaction costs Shareholders who accept the Offer will not have to pay brokerage fees. The Offeror will pay VPStransaction costs that may occur as a direct consequence of the shareholder accepting the Offer. The Offeror will not cover any other costs that a shareholder may incur in connection with acceptance of the Offer Tax Shareholders accepting the Offer are themselves responsible for any tax liability they may incur as a result of the settlement and any costs incurred in obtaining advice in this matter. A general description of the tax implications of the Offer is included under section 8 ( Taxation ) below. However, shareholders are urged to seek advice from their own tax consultants to determine the 14 (44)

15 particular tax consequences to them from their acceptance of the Offer and the relevance or effect of any domestic or foreign tax laws or treaties Notices Notices in connection with the Offer will be published by notification through the online information system of Oslo Stock Exchange ( Notices will be deemed made when Oslo Stock Exchange has published the notice. The Offeror will without undue delay notify Oslo Stock Exchange if the conditions of the Offer are met or waived or if the Offer is cancelled. Notices and other informational documents, including any amendments thereto, will also be published, furnished or otherwise disseminated to shareholders in the United States as may be required under applicable United States federal securities laws Settlement Settlement of the Offer will be made in Norwegian kroner (NOK) as soon as reasonably possible, and not later than two weeks after the Offeror makes an announcement that all conditions for completion of the Offer have been met or waived by the Offeror at its sole discretion. The Offeror expects that the conditions for completion of the Offer will be met by mid November 2014; however, no guarantee regarding the actual settlement date can be made. Shareholders who have tendered Shares in the Offer remain bound by their acceptance until the earlier of (i) settlement of the Offer, (ii) the Drop-dead Date or (iii) the date when the Offeror announces that the Offer has lapsed. Assuming the Acceptance Period is not extended, the latest possible settlement date will be 29 December 2014, which is two weeks from the Drop-dead Date. If the Acceptance Period, and thus the Drop-dead Date, is extended, the latest possible settlement date will be 9 February 2015, which is two weeks from the latest possible Drop-dead Date. On settlement, the relevant amount will be transferred to each party who has accepted the Offer by way of transfer to the bank account registered in the VPS as the account for payment of dividends to the shareholder at the time of acceptance. If there are no records of a bank account in the VPS that can be used for settlement, the tendering holder must specify on the relevant Acceptance Form (or on a separate sheet submitted together with the Acceptance Form) the bank account to which payment should be made. For shareholders who do not hold a bank account with a Norwegian bank, payment details for offshore payments must be included in addition to the bank account number, such as IBAN, SWIFT or similar payment codes depending on the jurisdiction where the bank account is located. The Receiving Agent should be contacted in this respect. In the absence of a bank account, settlement will be made by way of postal cheque (or currency cheque for shareholders with a non-norwegian address) Acquisition of Shares outside the Offer During the Acceptance Period and until the Offer (or an amended Offer) is completed or lapses, the Offeror and/or its affiliates or their brokers (acting as agents) cannot without the consent of the Company purchase or make arrangements to purchase Shares or other securities that are immediately convertible into, exchangeable for, or exercisable for, Shares outside the Offer. This shall however not prevent the Offeror from amending the Offer in case of a superior competing offer for the Shares. 15 (44)

16 4.14 Restrictions General The distribution of the Offer Document or any separate summary documentation regarding the Offer, and the making of the Offer, may in certain jurisdictions (including, but not limited to Australia and Japan), be restricted by law. Therefore, persons obtaining the Offer Document or into whose possession the Offer Document otherwise comes, are required to inform themselves of and observe all such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Neither the Offeror, the Financial Advisor nor the Receiving Agent accept or assume any responsibility or liability for any violation by any person whomsoever of any such restriction. The Offer Document is not directed to persons whose acceptance of the Offer requires that (i) further documents are issued in order for the Offer to comply with local law or (ii) registration or other measures are taken pursuant to local law. No document or material relating to the Offer may be distributed in or into any country where such distribution or offering requires any of the aforementioned measures to be taken or would be in conflict with any law or regulation of such country. In the event such distribution or offering nevertheless is made, an acceptance form sent from such a country may be disregarded as non-binding on the Offeror. The Offer is not being made in, and this Offer Document may not be distributed, forwarded or transmitted into or from, Australia or Japan. This Offer Document does not represent an offer to acquire or obtain securities other than the Shares in the Company that are subject to the Offer. Among the Company s foreign shareholders or shareholders registered as nominee accounts in the Norwegian Central Securities Depositary (the VPS ), currently 1 is resident in jurisdictions where the Offer may not be put forward. This shareholder owns 200 shares in the Company which constitutes approximately % of the total share capital of the Company Australia The Offer is not being made directly or indirectly in or into and may not be accepted in or from Australia. Accordingly, if any copies of this Offer Document (and any accompanying documents) are mailed or otherwise distributed or sent in or into Australia, that action does not constitute an offer and any purported acceptance by or on behalf of an Australian resident will be invalid. No document in connection with the Offer has been lodged with the Australian Securities & Investments Commission ( ASIC ) and ASIC has not approved the Offer in Australia Japan Neither this Offer Document nor any copy of it may be taken or transmitted into Japan or distributed or redistributed in Japan or to any resident thereof for the purpose of solicitation of subscription or offer for sale of any securities or in the context where its distribution may be construed as such solicitation or offer USA The Offer will be made in the United States pursuant to an exemption from certain requirements of the United States federal tender offer rules as provided by Rule 14d-1(c) under the Exchange Act and is subject only to certain provisions of Section 14(e) and Regulation 14E thereunder and certain other applicable laws. The Offer will be made for the securities of a Norwegian company whose 16 (44)

17 shares are listed on Oslo Stock Exchange and is subject to Norwegian disclosure requirements, which are different from those of the United States. The Offer will be made in the United States pursuant to applicable United States federal tender offer rules and otherwise in accordance with the requirements of Norwegian law and the applicable rules and regulations of the Oslo Stock Exchange. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that may be different from those applicable under United States domestic tender offer procedures and law. The receipt of cash pursuant to the Offer by a US holder of the Company s Shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other tax laws. Each holder of Shares is urged to consult his independent professional adviser regarding the tax consequences of acceptance of the Offer. It may be difficult for US holders of the Company s Shares to enforce their rights and any claim arising out of the US federal securities laws, since the Offeror is located in a non-us country, and some or all of its officers and directors may be residents of a non-us country. US holders of Shares may not be able to sue a non-us company or its officers or directors in a non-us court for violations of the US securities laws. Further, although US holders are not waiving their rights under US federal laws by accepting the Offer it may be difficult to compel a non-us company and its affiliates to subject themselves to a US court s judgment. In accordance with Norwegian law and pursuant to Rule 14e 5(b) of the Exchange Act, the Offeror or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Shares outside the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases or arrangements to purchase Shares must comply with Norwegian law and other applicable law. Any information about such purchases will be disclosed as required in Norway and will be available via the online information system of Oslo Stock Exchange ( set out in section 4.11 ( Notices ) above Certifications as to Registration By accepting the Offer by delivery of a duly executed Acceptance Form to the Receiving Agent, the accepting shareholder certifies that such accepting shareholder; (a) (b) (c) (d) has not received the Offer Document, the Acceptance Form or any other document relating to the Offer in Australia and Japan nor to have mailed, transmitted or otherwise distributed any such document in or into Australia or Japan; has not utilized, directly or indirectly, the mails, or any means or instrumentality of commerce, or the facilities of any national securities exchange, of Australia and Japan in connection with the Offer; is not and was not located in Australia and Japan at the time of accepting the terms of the Offer or at the time of returning the Acceptance Form; if acting in a fiduciary, agency or other capacity as an intermediary, then either (i) has full investment discretion with respect to the securities covered by the Acceptance Form or (ii) 17 (44)

18 the person on whose behalf acting was located outside Australia and Japan at the time of instructing acceptance of the Offer Jurisdiction and choice of law The Offer, this Offer Document and all acceptances of the Offer shall be governed by Norwegian law with Oslo District Court as legal venue. Shareholders accepting the Offer agree that any dispute arising out of or in connection with the Offer, this Offer Document or any acceptances of the Offer is subject to Norwegian law and shall exclusively be settled by Norwegian courts and with the Oslo District Court as legal venue. 18 (44)

19 5. ADDITIONAL INFORMATION ON THE OFFER 5.1 Contact between the parties prior to the Offer Representatives of Cermaq and MC have previously discussed the possibility of business collaboration between the two companies on several occasions. On 1 April 2014, MC signed a Nondisclosure and Stand-still Undertaking agreement and started discussion with the executive management of the Company pertaining to a potential acquisition of the Company by MC. A nonbinding offer letter was delivered to the Company on 4 August 2014, stipulating the terms of a nonbinding proposal. MC and the Company entered into a Due Diligence Agreement on 12 August 2014, and in the period from 12 August 2014 until Announcement Date, MC has conducted a due diligence review and participated in meetings with the executive management of the Company. To execute the transaction, MC established the Offeror on 5 September On 21 September 2014, the Offeror and the Company entered into a tender offer agreement (the Tender Offer Agreement ), containing, among other things, the Offeror s commitment to make the Offer on the terms and conditions set out therein and the commitment by the Company s board of directors to issue a recommendation to the Company s shareholders to accept the Offer, subject to customary exceptions, such as the fiduciary duties of the Company s board of directors. The Tender Offer Agreement contains, among other things, certain obligations of the Company prior to and in connection with the Offeror s making of the Offer. The board of directors of the Company has, among other things, undertaken not to actively solicit competing offers from third parties. This shall however not restrict the ability of the Company to respond as deemed proper to initiatives from media, the public or other third parties (including bona fide potential buyers) whether or not such response(s) could reasonably be expected to lead to a competing offer. The Company is entitled to entertain unsolicited bona fide third party offers, including to facilitate due diligence reviews of the Company comparable to the review done by MC, and may also continue any ongoing discussions with other third parties. Further, the Company has undertaken with effect from 21 September 2014 and to the earlier of (i) the termination of the Tender Offer Agreement; (ii) the lapsing or withdrawal of the Offer; or (iii) the completion of the Offer; that it shall not, other than as permitted by the Tender Offer Agreement: (a) (b) (c) (d) undertake any material acquisitions or material disposals (including by way of sale of shares in a subsidiary or enter into binding agreements for such acquisitions or disposals; enter into any contracts or agree to amend any existing contracts which will materially change the business of the Company and its subsidiaries; make or agree to any material change of the terms of employment of any member of the senior management, which would cause the terms of employment of such employee to deviate materially from customary terms of employment of management of comparable Norwegian companies; make any proposal or pass any resolution to (a) change its share capital or number of Shares, (b) distribute any dividend or make any other distribution to its shareholders, or (c) issue any financial instrument giving a right to subscribe for Shares; and 19 (44)

20 (e) enter into any contracts which are outside normal commercial terms at the time when they are entered into; in each case except with the prior written consent of the Offeror (acting in its sole discretion). 5.2 Contact between MC and the Norwegian State prior to the Offer MC has informed the Norwegian State as a shareholder about the Offer, and understands that the Ministry of Trade, Industry and Fisheries will comment on the Offer in a separate statement. 5.3 Purpose for the Offer and plans for the future business MC provides products and services, develops businesses, and invests in various fields that directly impact our quality of life. Our strength is that we conduct a well-balanced business throughout our value chains, extending from the upstream sourcing of resources to the downstream retail and food service businesses. Within the seafood business, MC has established a strong position as a leader in Japan, especially for salmon, shrimp and tuna. MC has strong value chain in Japan through subsidiary companies, such as Toyoreizo (Sales and processing company) Sanyo Foods (Smoke salmon processing company), and Kozai Bussan (Wholesaler of Sushi products). Also, MC has been handling salmon reprocessing business (process sushi products, seasoning portion cuts, etc.) in Thailand and Vietnam from early To strengthen the value chain, MC established Southern Cross Seafoods S.A. (SCS) and entered into salmon farming and reprocessing business in Chile in 2011, and SCS acquired Salmones Humboldt S.A.(SH). As of the date of this Offer Document, SH produces about 30,000 MT of salmon per year. In 2013, MC established Zhejiang Daling Seafood Co.,Ltd (ZDS) in China to develop seafood sales in Chinese market. Following a successful completion of the Offer, MC intends to contribute to the sustainable growth and further expansion of the business of the Company by levering synergies with MC s existing salmon business by 1) increasing capacity in salmon farming and processing business; 2) strengthening Chilean salmon farming business by synergy with SH; 3) increasing the reprocessing business in Thailand and Vietnam; and 4) increasing sales of salmon in Asian countries, especially China. The Company has established a strong position as a global leader in the fast growing salmon farming and processing industry, and MC is of the view that there are many areas of potential synergies between the Company and MC. Within the salmon farming area, synergies with SCS&SH is expected in Chile. MC is planning to combine operation of the Company and SCS&SH to develop Chile s biggest farming and processing group. It will enable its operation to seek scale economy to improve the competitiveness of production cost, for example by improvement in procurement through joint purchasing of feed and farming equipment, optimization of logistics, effective utilization of farming and processing assets. By combining the farming business of the Company and SCS&SH, MC can form the 2nd biggest salmon farming group in the world. In processing area, the Company will able to use MC s reprocessing operation in Thailand and Vietnam and improve the value of low grade fish (which is difficult to sell at reasonable price) and increase volume of value added products. Also, MC Group s processing and sales experience of smoked salmon will improve the Company s smoke salmon processing business in Chile. 20 (44)

21 In sales and marketing area, the Company can increase and improve the sales in Japan through MC s value chain, increase sales in the Chinese market through ZDS and develop sales in other Asian countries through MC s offices in Asian countries. Through such collaboration in each area, MC plan to improve the value of the Company and value chain of MC Group s marine products business. 5.4 Impact on the Company s employees The Offeror believes that the talent and experience of the Company s employees are crucial drivers of the Company, and highly appreciates the organization that it has built to date. Thus, the Offeror has no current plans to make changes to the Company s workforce following completion of the Offer. The Offer is not expected to have legal, economic or work-related consequences for the employees in the Company. 5.5 Legal implications The completion of the Offer is subject to the required anti-trust consents, clearances and approvals being granted by relevant anti-trust authorities or bodies, see section 4.3 ( Conditions for completion of the Offer ). The Offeror currently expects that the Offer will receive all necessary anti-trust approvals, consents and clearances. The Offer will, if completed, result in the Offeror becoming the owner of all Shares validly tendered under the Offer in addition to any Shares which the Offeror (subject to section 4.13) has acquired outside the Offer. Depending on the number of Shares acquired in the Offer, the Offeror may be able to control the decisions in a shareholder meeting of Cermaq. Ownership of 2/3 or more of the Shares and votes in the Company will, inter alia, give the Offeror the right to approve mergers and demergers, changes in capitalisation and changes in the articles of association of Cermaq. Ownership of more than 50 per cent of Shares and votes in the Company will inter alia give the Offeror the right to appoint the board of directors and to approve the annual accounts. For certain other legal consequences of the Offeror's acquisition of Shares in the Offer please see 5.11 ( Compulsory acquisition of Shares ) and 5.12 ( Delisting of the Shares ). Reference is also made to section 8 ( Taxation ) regarding tax issues. To the Offeror s knowledge, the Offer will not have any legal consequences for the Company other than with respect to the above, and the Offeror becoming the owner of all Shares in the Company validly tendered under the Offer. 5.6 Recommendation from the Board of Directors of the Company The board of directors of the Company has issued a unanimous recommendation of the Offer, confirming that the board of directors has resolved to recommend that the Company s shareholders accept the Offer and tender their Shares pursuant to the Offer. A copy of the recommendation is included in Annex A to this Offer Document. The board of the Company has the right to withdraw its recommendation of the Offer in the event a superior competing offer emerges, provided such offer is not matched by the Offeror within three business days. Since the Offer is made in understanding with the Company s board of directors, the recommendation by the Company s board of directors included in Annex A does not constitute the mandatory statement on the Offer pursuant to section 6-16 of the Securities Trading Act, and such mandatory statement shall be issued by a third party approved by the Oslo Stock Exchange no later than one week prior to the expiry of the Acceptance Period. 21 (44)