This statement is made by the Board of Directors of Copeinca ASA ("Copeinca" or the "Company") in connection with the voluntary offer from Grand Success Investment (Singapore) Private Limited (the "Offeror"), which is 100% indirectly owned by China Fishery Group Limited ("CFGL"), to acquire all issued and outstanding shares in Copeinca against a consideration of NOK 53.85 per share (not subject to adjustment for the contemplated dividend distribution from Copeinca of NOK 3.56 per share) (the "Offer Price") in cash (the "Offer"). This statement is made pursuant to Section 6-16, cf. Section 6-19 of the Norwegian Securities Trading Act of 2007.
Introduction
On 26 February 2013, CFGL announced its intention to make a voluntary offer for all issued and outstanding shares in Copeinca at the Offer Price, for which it had received irrevocable but conditional pre-acceptance from shareholders holding 14.2% of the issued and outstanding shares in the Company. In addition, CFGL had obtained an option to acquire approximately 10.8% of the issued and outstanding shares in the Company from other shareholders at the Offer Price. The announcement was unsolicited and was made without any contact or discussion with the Board of Directors of Copeinca. On 13 March 2013, CFGL announced that the Offeror had agreed to purchase 5,773,000 shares at the Offer Price from Ocean Harvest S.L. ("Ocean Harvest"), representing approximately 9.9% of the issued and outstanding shares in the Company. In addition, the Offeror had received conditional pre-acceptance from Ocean Harvest for approximately 4.0% more of the issued and outstanding shares in the Company.
On 14 March 2013, the Offeror launched the Offer as further described below.
On 5 April 2013, Copeinca announced that it had entered into a transaction agreement with Cermaq ASA ("Cermaq"), governing inter alia Cermaq's (i) purchase of shares from certain existing shareholders of Copeinca, (ii) purchase of treasury shares in Copeinca, (iii) subscription of shares in a private placement of Copeinca shares directed at Cermaq and (iv) committal to launch a voluntary offer to acquire all remaining issued and outstanding shares in Copeinca against a consideration in cash of NOK 59.70 per share (not subject to adjustment for the contemplated dividend distribution from Copeinca of NOK 3.56 per share) (the "Competing Offer").
The Offer
The Offeror launched the Offer through an offer document dated 13 March 2013 (the "Offer Document") submitted to Copeinca's shareholders, with an acceptance period commencing on 14 March 2013 and ending on 15 April 2013 at 21:00 hours (CET), subject to extensions. According to the Offer Document, settlement will, subject to fulfilment or waiver of the conditions for the Offer, be made no later than three weeks after the date on which the Offeror makes an announcement that all conditions for completion of the Offer have been met or waived. Settlement is expected to take place during the end of April or the beginning of May 2013. If the acceptance period is not extended, the last possible settlement date will be 12 July 2013. If the acceptance period is extended, the last possible settlement day will be 22 August 2013. Detailed information about the Offer, including the conditions for completion of the Offer, is included in the Offer Document.
In the Offer, the Copeinca shareholders are offered NOK 53.85 in cash per share (not subject to adjustment for the contemplated dividend distribution from Copeinca of NOK 3.56 per share). The Offer Price values the aggregate of Copeinca's issued and outstanding shares at NOK 3,150,225,000 (based on 58,500,000 outstanding shares in the Company). Further, the Offer Price represents a premium of 25.1%, 27.4% and 29.4% to the volume weighted average price of the Copeinca shares on the Oslo Stock Exchange over the one-week, one-month and three-month periods, respectively, up to 25 February 2013, which was the last trading day on the Oslo Stock Exchange prior to CFGL's initial public announcement of its intention to make the Offer.
Since 26 February 2013, the Copeinca shares have traded in the range of NOK 55.00 to NOK 61.50. The shares have consequently traded both above and below the Offer Price, but most recently the shares have traded above the Offer Price.
As is further detailed and specified in the Offer Document, the completion of the Offer will inter alia be subject to the following conditions being satisfied or waived by the Offeror (acting in its sole discretion): (i) valid acceptances having been rendered and remaining valid and binding in respect of a number of shares which (together with any shares held by the Offeror) is not less than 50.01% of the shares and votes in Copeinca on a fully diluted basis, (ii) the receipt of all applicable competition and antitrust approvals, (iii) the receipt of all other authorisations, consents, clearances and approvals necessary for completion of the Offer from relevant governmental authorities, (iv) no material adverse change having occurred, (v) the business of the Copeinca group in all material respects being conducted in the ordinary course, as further specified in the Offer Document (including that Copeinca has not made any proposal or passed any resolution to change its share capital or number of shares), and in accordance with applicable laws, regulations and decisions of any governmental body, (vi) (a) that the shareholders of CFGL duly approve, in a general meeting of shareholders, an increase of authorised share capital of CFGL, a contemplated rights issue in CFGL (the "Rights Issue"), the Offer and the acquisition of the Copeinca shares, (b) that the shareholders of CFGL's parent company Pacific Andes Resources Development Limited ("PARD") duly approve, in a general meeting of shareholders, PARD's participation in the Rights Issue and (c) that the shareholders of CFGL's ultimate parent company Pacific Andes International Holdings Limited ("PAIH") duly approve, in a general meeting of shareholders, the Offer and the acquisition of the Copeinca shares (it being noted in the Offer Document that shareholders holding over 50% of the voting rights in PAIH, PARD and CFGL, respectively, have provided irrevocable undertakings that they will vote for approval of the aforesaid matters in the respective general meetings), and (vii) that all conditions precedent set out in the Offeror's facility agreement for up to USD 295,000,000 and the underwriting agreement for the Rights Issue (both agreements further described in the Offer Document) have been met or waived.
As provided for in the Norwegian Securities Trading Act, if the Offeror becomes the owner of Copeinca shares representing more than 90% of the total number of shares issued by Copeinca, the Offeror will have the right to commence a compulsory acquisition for cash of the Copeinca shares not already owned by the Offeror. The Board of Directors notes that the Offer Document provides that the Offeror does not intend to make such compulsory acquisition upon completion of the Offer. Further, if the Offeror no longer considers the listing of the Copeinca shares on the Oslo Stock Exchange appropriate, the Offeror may propose to the general meeting of Copeinca that Copeinca shall apply for de-listing of its shares from the Oslo Stock Exchange (which resolution would require the approval by 2/3 majority of the votes cast and the share capital represented at such general meeting). The Board of Directors notes that the Offeror intends to maintain the listing status of Copeinca on the Oslo Stock Exchange and the Lima Stock Exchange.
The Board of Directors further notes that it is stated in the Offer Document that the Offeror has no current intention to dispose of any of Copeinca's existing businesses following completion of the Offer.
Employees
CFGL has in the Offer Document noted that CFGL has no current intention to affect the current operations of any member of the Copeinca group or discontinue the employment of any of the existing employees of the Copeinca group, other than in the ordinary course of business. The Offer is not expected to have any legal, economic or work-related consequences for the employees of the Company.
The employees of Copeinca have not submitted a statement on the Offer.
The members of the Board of Directors elected by the shareholders and the CEO holding shares in Copeinca do not intend to accept the Offer in respect of the shares they hold.
Recommendation
The Board of Directors has reviewed the Offer Document and duly considered all factors of significance when assessing whether the Offer should be accepted by the shareholders of the Company.
Based on the terms of the Offer and the fact that Cermaq has committed to launch the Competing Offer at a higher offer price per share than the Offer Price, the Board of Directors has concluded not to recommend the shareholders of Copeinca to accept the Offer made by the Offeror. In the view of the Board of Directors, the Offer made by the Offeror does not represent an attractive opportunity for Copeinca's shareholders.
The recommendation is unanimous.
4 April 2013
The Board of Directors of Copeinca ASA
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.
Source: Copeinca via Thomson Reuters ONE
