STRATEGIC CONSOLIDATION WITHIN THE PELAGIC INDUSTRY IN EUROPE
Austevoll Seafood ASA (AUSS) and Kvefi AS (controlled
by Kverva AS) announce that they have agreed on an
amalgamation of their respective activities within
pelagic fish meal, fish oil and consumer products in
Europe.
The transaction:
AUSS and Kvefi will together establish a new company
(the Company) which will continue operating the
amalgamated activities. In connection therewith, the
shares owned by AUSS in Welcon Invest AS (Welcon) and
Norway Pelagic ASA (NPEL) as of 31 December, 2012,
will be contributed into the Company in kind, against
issue of new shares in the Company. In addition, AUSS
will transfer the remainder of its shares in the
mentioned companies, which comprises shares acquired
in 2013, to the Company against cash settlement, with
the sales price being is set at cost including
transaction costs. Kvefi will transfer its shares in
Egersund Fisk AS (Egersund) into the Company as a
contribution in kind, against settlement in new
shares. As a result, the Company will be the owner of
100 per cent of the shares in Welcon, NPEL and
Egersund.
In order to achieve a 50 - 50 ownership structure in
the Company between AUSS and Kvefi, Kvefi will
thereafter acquire shares in the Company from AUSS at
a purchase price of NOK 115 mill. Welcon is engaged
in the production of fish meal, protein concentrates
and fish oil in Norway, UK and Ireland. Welcon
presently consists of six production facilities for
fish meal and fish oil, and three facilities for
production of protein concentrates and oil. In
addition, Welcon has a facility in Egersund approved
as a border station for importation of protein and
oils from third countries, with a significant storage
capacity. This business employed 249 full-time
equivalents in 2012, and is led by Arne Møgster. The
Board of Directors of Welcon consists of Arne
Møgster, Helge Singelstad, Helge Møgster and Britt
Kathrine Drivenes.
NPEL is engaged in landing, refining and sale of
pelagic fish for human consumption and has 13
production facilities in Norway, from Honningsvåg in
the north to Sirevåg in the south. In addition, NPEL
owns 50 per cent of a production facility within the
same business area in Shetland. The company employed
415 full-time equivalents in 2012, and is led by Tor
Vikenes. The Board of Directors of NPEL consists of
Arne Møgster (Chairman), Britt Kathrine Drivenes,
Agnar Lyng, Siren Grønhaug, Magnus Ytterstad, Endre
Sekse and Jorunn Frøyen.
Egersund is the holding company in a group comprising
production of fish meal and fish oil, and landing,
refining and sale of pelagic fish for human
consumption. Egersund has a production facility for
fish meal and fish oil in Egersund, Norway, and two
production facilities for landing and refining of
pelagic fish for human consumption in Egersund and
Tromsø respectively. In addition, Egersund has a
facility in Skagen, Denmark, for refining. Egersund
owns 50 per cent of Norsildmel AS which is engaged in
sale and purchase of fish meal, fish oil,
concentrates and related products. Norsildmel is
treated as associated company (equity principle) in
Egersund's accounts. Egersund is also part owner of
two vessels with pelagic quota fishing rights.
Egersund employed 217 full-time equivalents in 2012,
and is led by Egil Magne Haugstad. The Board of
Directors of Egersund consists of Gustav Witzøe
(Chairman), Egil Magne Haugstad, Atle Eide and Helge
Karstein Moen.
Egil Magne Haugstad will become CEO of the Company,
and the Board of Directors will have equal
representation from both shareholders. The Company
headquarters will be in Bergen.
The pelagic industry in Europe has over time had
difficult framework conditions and associated weak
profitability. The transaction facilitates adaptions
in order to enhance the competitive strength of the
companies through productivity improving activities,
hereunder the effect of synergies and economy of
scale. The pelagic sector has future potential in
product development and marketing. A target is that
the Company will become a driving force in product
development and innovation. The wholly integrated
structure of the Company provides for better
utilisation of resources and consequently
possibilities for further added value. The
transaction is in line with the strategy of AUSS in
respect of growth within its areas of activity, here
within the activities of fish meal and fish oil, and
pelagic activities in the North Atlantic.
The transaction will be reported to relevant
competition authorities, hereunder the EU Commission
and in some jurisdictions outside the EEA area. The
transaction is expected to be executed shortly post
clearance with the competition authorities.
The Company will, after the transaction has been
completed, for purposes of accounting, be treated
pursuant to the equity principle in the AUSS
accounts, which will result in reduced turnover
within the AUSS Group.
Please see attached document for the key figures for
2012, 2011 and 2010.
Contact persons:
CEO Arne Møgster tlf.: +47 91 66 10 49
CFO Britt K. Drivenes tlf.: +47 91 66 10 37