Reference is made to the stock exchange announcement published by Måsøval AS (“Måsøval” or “the Company”) on October 10, 2024, regarding the proposed demerger and triangular merger.
The extraordinary general meeting in Måsøval has today approved the proposed demerger and triangular merger, after which:
1. A demerger of Måsøval is carried out whereby three employees, the food fish licenses, the biomass, and associated assets, rights and obligations (collectively referred to as “the Licenses” and “the Biomass”) are transferred from Måsøval to Måsøval Hjelpeselskap Lisens AS, while certain operating assets, employees, and associated assets, rights and obligations (collectively referred to as “the Operations”) are transferred from Måsøval to Måsøval Hjelpeselskap Drift AS (“the Demerger”). The share capital in Måsøval is reduced by the Demerger by reducing the par value of the shares. In Måsøval Hjelpeselskap Lisens AS and in Måsøval Hjelpeselskap Drift AS, the Demerger is carried out by reducing the share capital in the auxiliary companies to NOK 0 and that the aforementioned assets are taken over, against the share capital in the auxiliary companies being increased and the shareholders in Måsøval becoming shareholders in the respective auxiliary companies in the same proportion as they own shares in Måsøval.
2. Simultaneously with the Demerger, (i) the Licenses and the Biomass are transferred from Måsøval Hjelpeselskap Lisens AS to Måsøval Lisens AS through a merger of Måsøval Hjelpeselskap Lisens AS, and (ii) the Operations from Måsøval Hjelpeselskap Drift to Måsøval Drift AS through a merger of Måsøval Hjelpeselskap Drift AS. Måsøval Hjelpeselskap Drift AS and Måsøval Hjelpeselskap Lisens AS are deleted upon the merger and the shareholders receive consideration in the form of a capital increase in Måsøval, which is the parent company of Måsøval Lisens AS and Måsøval Drift AS, by increasing the par value of existing shares in Måsøval by an amount corresponding to the reduction amount in the Demerger (“the Triangular Merger”).
The Demerger and the Triangular Merger are conditional on each other and shall be registered as completed in the Register of Business Enterprises immediately following each other.
The minutes from the extraordinary general meeting are attached to the announcement and are also available on the Company’s website, https://www.masoval.no/.
