Salmon farming and processing company Marine Harvest, Oslo, Norway, has entered into an agreement with Friendmall Ltd. and Bazmonta Holding Ltd. to acquire 48.5% of the shares in Morpol ASA for NOK 11.50 per share.
Morpol is said to be the world leader in value added processing of smoked and marinated salmon. It has a presence in all the main markets for salmon, with sales offices in a number of countries, including Japan and USA. The company has processing and distribution facilities in Poland, France, the UK and Germany.
Marine Harvest said it also intended to submit a mandatory offer for the remaining shares in Morpol. The purchase was to be carried out on or about Dec. 18, with the total purchase price set at NOK 937,614,607.5. From the purchase price, NOK 512,614,607.5 will be paid in cash and the remaining NOK 425,000,000 through issuance of 83,600,527 Marine Harvest shares to Friendmall Ltd. and Bazmonta Holding Ltd. based on a subscription price of NOK 5.0837 per share.
Meanwhile, Marine Harvest has entered into similar agreements to purchase the technical services entity Euro-Industry for a consideration of EUR 10 million, 78.3% of the shares in the Polish sales company Epigon based on a 100% valuation of EUR 4.2 million and 100% of the shares in the processing company MK Delikatesy for a consideration of EUR 2.5 million. Marine Harvest is convinced that these transactions will streamline Morpol's assets further, and hence be positive for its long term value creation.
"Morpol's activities and large range of high quality products fit very well with Marine Harvest's current processing business as well as our downstream strategy," said Marine Harvest CEO Alf-Helge Aarskorp. "Morpol has its main market in Germany, but sells into a total of 39 countries. Marine Harvest has very limited sales of smoked products in the German market today.
Morpol will give our innovation and product development a strong boost. A combined Morpol and Marine Harvest can develop even more innovative and delicious seafood products for the consumer market."
Friendmall Ltd. and Bazmonta Ltd. are controlled by Morpol's CEO and founder Jerzy Malek. Further to the purchase of Morpol shares, Marine Harvest has committed to future board resolutions in Morpol for the purpose of divesting Morpol's farming activities of non-salmon species (Cobia etc.) to companies controlled by Malek for $10.0 million.
