Stock exchange announcement, 17 November 2021
MÃ¥søval AS acquires 100% of the shares in Vartdal Invest AS’s operative businessMÃ¥søval AS has entered into a share purchase agreement with Vartdal Invest AS for the purchase of 100% of the shares in the companies Aquafarms Vartdal AS, Vartdal Fiskeoppdrett AS, Urke Fiskeoppdrett AS, Western Seaproducts AS (slaughterhouse) and Vartdal Fryseri AS («Vartdal Gruppen»).
Vartdal Gruppen is a fully integrated fish farmer and currently has four licenses for salmon production in production area 5 («PO 5») with a total maximum permitted biomass («MTB») of 3,120 tonnes (footnote 1). The company has its own production of smolt and post-smolt. Post-smolt production takes place on land in facilities with a flow-through of salt water. The post-smolt facility has a capacity to hold 670 tonnes of standing biomass, which, when well utilized, will provide an annual production on land of approximately 1,400 tonnes of biomass (round weight).
The transaction values Vartdal Gruppen at an enterprise value of NOK 1,521 million, divided between NOK 1,441 million for the fish farming business and NOK 80 million for the slaughterhouse and freezer facility. The transaction is fully financed through debt facilities from MÃ¥søval’s main bank, DNB, as well as a share settlement to the seller in the form of 4,761,904 shares in MÃ¥søval AS valued at NOK 42 per share. The seller, Vartdal Invest AS, has agreed to a lock-up for the consideration shares of 6 months from the completion date of the transaction. Arrangers in the company’s IPO process, completed in June 2021, have accepted exemptions from the entered lock-up agreements so that the company can issue the consideration shares to Vartdal Invest AS.
The purchase of Vartdal Gruppen will, in the long term, with full utilization of resources, be able to add an increased slaughtering in PO 5 of approximately 6,900 tonnes (HOG) to Måsøval. This assumes coordination with existing operations in the area and good utilization of the post-smolt capacity Vartdal Gruppen has established. The acquisition will then give Måsøval a robust operating unit in PO 5 with a total production of approximately 9,800 tonnes annually. Post-smolt will provide increased MTB utilization for all production in PO 5, as well as reduced production time and biological risk in the sea phase. Måsøval and Vartdal Gruppen will coordinate routines for operation, planning and biological control to realize synergies.
«With the acquisition of Vartdal Gruppen, Måsøval delivers on the growth strategy presented in the stock exchange listing process in June 2021. This acquisition strengthens our position in PO5 and supports our strategy in several areas. We are diversifying the biological risk by expanding the business substantially in PO5. We secure access to critical infrastructure in the form of good locations with low lice pressure and a good environment, post-smolt capacity and slaughtering capacity», says CEO Asle Rønning.
«I am pleased to hand over my life’s work to MÃ¥søval AS. MÃ¥søval has good prerequisites for further developing the company and the jobs. MÃ¥søval’s existing volume in production area 5 will, together with Vartdal Gruppen, ensure better utilization of locations, smolt facilities and slaughterhouse when this is eventually coordinated», says Ottar Vartdal about the transaction.
The transaction has been approved by the board of directors in Måsøval AS, but is subject to approval by the competition authorities, due diligence, as well as a resolution in an extraordinary general meeting in Måsøval AS as a result of the capital increase in connection with the consideration shares. Completion of the transaction is therefore expected to take place by the end of Q4 2021. Notice of the extraordinary general meeting in Måsøval AS will be sent on that basis with an expected time for the general meeting on or around 20 December 2021.
A little about Måsøval AS
MÃ¥søval is a fish farming company with its main base on Frøya in Trøndelag. The company’s fish farming operations take place in Trøndelag and Møre og Romsdal. MÃ¥søval is 77% owned by MÃ¥søval Eiendom, which is wholly owned by the third generation of the MÃ¥søval family.
For further information:
Asle Rønning, CEO Måsøval AS, mobile 918 09 043, asle@masoval.no
Gunnar Aftret, CFO Måsøval AS, mobile 913 77 389, gunnar@masoval.no
Footnote 1
Production area 5 is subject to a capacity adjustment through a reduction of 6% as a result of the general biological risk profile in the area. Vartdal Gruppen’s MTB in the area is, on the basis of this, 2,932 tonnes
