Frøya, Norway, 20 December 2024:
Kaldvik AS ("Kaldvik", the "Company", ticker: KLDVK) has today entered into a non-binding term sheet for a potential acquisition of certain key assets in the fish farming value chain on the east-coast of Iceland, to be acquired from Heimstø AS ("Heimstø"), a company controlled by the Måsøval family and which indirectly through Austur Holding AS controls 55.29% of the shares in the Company, and Osnes ehf., controlled by Elis Gretarsson, the CEO of Bulandstindur ehf., and his family ("Osnes").
The term sheet comprises an acquisition of (i) 100% of the shares in Mossi ehf., which owns the property and building hosting Djupskel ehf. ("Mossi"), from Heimstø, (ii) 100% of the shares in Djupskel ehf., the producer of fish boxes in Djupivogur ("Djupskel"), from Osval ehf., a company owned by Heimstø (53.6%) and Osnes (46.4%) ("Osval") and (iii) 33.3% of the shares in Bulandstindur ehf., the fish processing facility in Djupivogur ("Bulandstindur"), from Osval, in which Kaldvik already owns 67.7% of the shares (jointly, the "Targets" and the "Transaction"). As a part of the Transaction, shareholder loans granted from Heimstø and Osval will before completion of the Transaction, be converted to equity.
Roy-Tore Rikardsen, CEO of the Company, commented:
"This transaction is expected to improve the Company’s costs on packaging by approximately NOK 1.5 per harvested kilo from closing. Furthermore, the transactions will give the Company 100% control of the harvesting plant in Djupivogur and secure full flexibility to develop capacities and qualities in this part of the value-chain going forward."
The estimated total purchase price of NOK 190 million will be settled as follows: (i) for the shares in Djupskel and Bulandstindur, an aggregate NOK 150 million, to be settled by way of consideration shares in Kaldvik to be issued at NOK 27.60 per share, approximately equal to the 3 months volume-weighted average price per share prior to signing of the term sheet (the "Subscription Price") and (ii) for the shares in Mossi, NOK 40 million in an unsecured, interest free seller's credit with a maturity date on 31 December 2025, at which time Kaldvik may choose to settle the seller's credit in cash or in new Kaldvik shares at a price equal to the Subscription Price. The final purchase price will be subject to customary adjustments reflecting the cash flow generated by the Targets up to closing of the Transaction, and also completion of the Company’s due diligence.
As of 30 June 2024, Mossi and Djupskel had approximately 89 NOKm in net interest-bearing debt (other than the shareholder loans which will be converted), which will be consolidated into Kaldvik’s financial accounts following the Transaction. The issue of the consideration shares will be resolved by the Company’s board of directors using the authorization resolved by the general meeting held on 9 June 2024.
Pareto Securities AS has acted as financial advisor, and AGP Advokater AS as legal advisor, to the Company in the negotiations of the terms of the Transaction. ABG Sundal Collier ASA has acted as financial advisor, and Advokatfirmaet Thommessen AS as legal advisor, to Heimstø and Osnes in the negotiations of the terms of the Transaction.
The transaction is subject to approval by relevant lenders, finalization of the Company's due diligence, the parties' approval and signing of a final and binding share purchase agreement, as well as corporate resolutions of the Company and other customary closing conditions. Closing is expected to occur during the first quarter of 2025.
For further information, please contact:
Roy-Tore Rikardsen, CEO: +354 791 0006 (mobile)
Robert Robertsson, CFO: +354 843 0086 (mobile)
About Kaldvik
Kaldvik AS is one of the leading salmon farmers in Iceland and one of few salmon farmers in the world with the highly sought after AquaGAP certification which ensures environmentally-friendly production. Kaldvik AS has a well-developed and fully integrated value-chain controlling all steps from hatchery to sales, enabling the group to provide its customer with a sustainable premium product. Kaldvik AS is headquartered in Iceland.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act
This stock exchange announcement was published by Robert Robertsson, CFO, on 20 December 2024 at 17:45 ECT or 16:45 GMT.
