This statement is made by the Board of Directors of Copeinca ASA ("Copeinca" or the "Company") in connection with the amended voluntary offer (the "Amended Offer") from Grand Success Investment (Singapore) Private Limited ("GSI"), 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 59.70 per share in cash (the "Offer Price"). This statement is made pursuant to Section 6-16, cf. Section 6-19 of the Norwegian Securities Trading Act of 2007.
Introduction
On 14 March 2013, GSI launched its voluntary offer for all issued and outstanding shares in Copeinca against a consideration of NOK 53.85 in cash per share (the "Initial Offer"). On 5 April 2013, the Board of Directors of Copeinca released a statement with respect to the Initial Offer where it concluded not to recommend the shareholders of Copeinca to accept the Initial Offer.
On 5 April 2013, Copeinca announced that it had entered into a transaction agreement (the "Transaction Agreement") with Cermaq ASA ("Cermaq") with respect to the launch of a voluntary offer to acquire all remaining issued and outstanding shares in Copeinca against a consideration in cash of NOK 59.70 per share (the "Cermaq Offer"). Cermaq has, in accordance with the Transaction Agreement, entered into an irrevocable purchase agreement to acquire 23,005,603 shares in Copeinca from certain shareholders, acquired 852,993 treasury shares in Copeinca, subscribed for and been allocated 11,700,000 new shares in Copeinca in a private placement (the "Private Placement") and launched the Cermaq Offer (all at a price per Copeinca share of NOK 59.70). With the shares that have been and will be acquired pursuant to the irrevocable purchase agreement, the acquired treasury shares, the new shares issued in the Private Placement and shares purchased in the market, Cermaq controls 51.3% of the shares and votes in Copeinca (after the Private Placement).
On 11 April 2013, CFGL announced the Amended Offer, including an increase of the offer price to NOK 59.70 in order to match the offer price in the Cermaq Offer. Pursuant to the announcement, GSI (i) had received conditional pre-acceptances and entered into call-option agreements for a total of 24.1% of the shares in Copeinca (after the Private Placement), (ii) had received acceptances under the Initial Offer for 640 shares, and (iii) owns 5,773,000 shares. Accordingly, CFGL controls 32.3% of the shares in the Company, subject to completion of the Amended Offer.
The terms and conditions of the Amended Offer are further described below.
On 30 April 2013, Marine Harvest ASA ("Marine Harvest") announced an intention to launch a voluntary offer for all issued and outstanding shares in Cermaq against a consideration of NOK 105 per share (to be settled in shares and cash). The voluntary offer will, pursuant to the announcement, be conditional on the shareholders of Cermaq deciding not to carry out the acquisition of Copeinca and potentially on acceptance from shareholders representing at least 2/3 of the share capital in Cermaq (including shares already held by Marine Harvest). Cermaq has in an announcement dated 2 May 2013 stated that it will continue the process to complete the Copeinca transaction as planned and that it considers Marine Harvest's contemplated unsolicited offer to be inadequate.
The Amended Offer
The Amended Offer is made on the terms and conditions described in the offer document for the Initial Offer dated 13 March 2013 (the "Offer Document"), as amended through CFGL's announcement of 11 April 2013. The acceptance period commenced on 14 March 2013 and ends on 10 May 2013 at 21:00 hours (CET), subject to extensions. 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 GSI makes an announcement that all conditions for completion of the Offer have been met or waived. Settlement is expected to take place in early June 2013. The latest possible settlement date under the Amended Offer will be 6 August 2013.
In the Amended Offer, the Copeinca shareholders are offered NOK 59.70 in cash per share so as to match the price in the Cermaq Offer.
As is further detailed and specified in the Offer Document, the completion of the Amended Offer will inter alia be subject to the following conditions being satisfied or waived by GSI (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 GSI) is not less than 50.01% of the shares and votes in Copeinca on a fully diluted basis, which condition cannot be waived absent an approval from the shareholders of CFGL, (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 Amended 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 Amended 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 Amended Offer and the acquisition of the Copeinca shares, and (vii) that all conditions precedent set out in GSI'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.
Pursuant to CFGL's announcement of 11 April 2013, GSI has decided to waive the condition referred to in item (v) above as regards the issue of the 11,700,000 new shares to Cermaq in the Private Placement and to include these shares in the Amended Offer. The results of the renounceable Rights Issue were announced by CFGL on 16 April 2013.
The Board of Directors of Copeinca notes that the condition referred in item (i) above (acceptances for no less than 50.01% of the shares and votes in Copeinca having been received) cannot be waived and entails that the Amended Offer cannot be completed in the event the Cermaq Offer is completed (as Cermaq in such case will hold at least 51.3% of the shares and votes in Copeinca). In order for CFGL to complete the transaction, the Amended Offer will, under the current situation, have to be amended so that said condition is made waivable. The Board of Directors understands that amending the Amended Offer as set out above, requires approval by the shareholders of CFGL and also by CFGL's financing banks (since no material term or condition of the Amended Offer can be waived without the consent of the financing banks).
The members of the Board of Directors and the CEO do not intend to accept the Amended Offer in respect of the shares they hold. It is noted that the irrevocable purchase agreement entered into with Cermaq entails that the directors Samuel Dyer Coriat and Samuel Edward Dyer Ampudia and Dyer Coriat Holding SL and Weilheim Investments SL, in which the following members of the Board of Directors have interests: Samuel Dyer Coriat, Samuel Edward Dyer Ampudia, Sheila Dyer and Luis Dyer Ampudia, have sold, or will subject to completion of the Cermaq Offer sell, their shares in Copeinca to Cermaq.
Consequences for employees and the business of Copeinca
CFGL has in the Offer Document noted that it 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 Amended Offer is not expected to have any legal, economic or work-related consequences for the employees of the Company.
The Board of Directors further notes that it is stated in the Offer Document that CFGL has no current intention to dispose any of Copeinca's existing businesses following completion of the Amended Offer.
Recommendation
The Board of Directors has reviewed the Offer Document and the terms and conditions of the Amended Offer, and duly considered all factors of significance when assessing whether the Amended Offer should be accepted by the shareholders of the Company.
Since the Amended Offer only matches the Cermaq Offer, the acceptance period in the Amended Offer expires prior to the acceptance period in the Cermaq Offer, and the Amended Offer still is subject to a non-waivable condition to acquire more than 50% of the shares in Copeinca (which, given that Cermaq controls over 50% of the shares in Copeinca, makes the Cermaq Offer the only deliverable alternative), the Board of Directors is still of the view that the Cermaq Offer represents a better alternative for the shareholders of Copeinca.
On this basis, the Board of Directors has concluded not to recommend the shareholders of Copeinca to accept the Offer made by GSI.
The recommendation is unanimous. It is noted that director Jon Hindar, who was elected to the Board of Directors on 12 April 2013, did not participate in the Board of Director's evaluation of the Offer and the provision of this statement.
3 May 2013
The Board of Directors of Copeinca ASA
For further information, please contact:
Samuel Dyer Coriat
Chairman, Copeinca ASA
Email: sdyerc@copeinca.com.pe (mailto:sdyerc@copeinca.com.pe)
Tel: + 51-(1)-213 4040
About Copeinca ASA
Copeinca ASA is one of the largest fishmeal and fish oil producers in Peru. The Company produces its fishmeal and fish oil from anchovy harvested off the coast of Peru, and most of its production is exported. Key countries for export are China, Japan, Germany, Canada, Chile and Denmark. Typical customers are fish and animal feed producers as well as refineries for omega-3 products. Copeinca ASA runs its operations out of Lima and has its own fleet. Copeinca ASA operates 5 plants located in strategic locations all around the Peruvian coast line. The company has around 1,400 part and full time employees.
Please visit www.copeinca.com (http://www.copeinca.com/)
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Source: Copeinca via Thomson Reuters ONE
