Jerzy Malek, current Morpol's CEO. (Photo: MOrpol)

Morpol Board supports Marine Harvest bid

Marine Harvest ASA announced in December that it had entered into of a deal to buy 48.5 per cent of the shares in Morpol ASA from Friendmall Ltd and Bazmonta Holding Ltd at a price of NOK 11.50 (EUR 1.55) per share. Marine Harvest has thus made a mandatory offer for the remaining shares in Morpol at the same price.

According to Marine Harvest, the processing activities of Morpol would become a key part of the former’s Sales and Marketing operations, while Morpol’s farming units would be included in Marine Harvest's Farming operations.

Jerzy Malek will resign as Morpol's CEO with effect from 28 February, and the board of directors has appointed John-Paul McGinley, former COO of Morpol, as Morpol's new CEO with effect from 1 March.

In its evaluation of the Offer, the board of directors has considered the fact that if Marine Harvest achieves an acceptance level above 90 per cent, a compulsory acquisition of shares will be carried out, and that Marine Harvest will offer NOK 11.50 (EUR 1.55) per share. Shareholders would then have a statutory right to call for a stipulation of the redemption price by judicial assessment, but if the compulsory acquisition is carried out within three months after the closing date of the offer, the Norwegian Securities Trading Act states that the redemption price shall be equal to the offer price, unless particular reasons prescribe another price.

The board of directors has also included in its evaluation that even if Marine Harvest does not achieve an acceptance level above 90 per cent, it will have a substantial ownership in Morpol and the liquidity of the shares could be limited, which could harm the share price.

Further, Marine Harvest may propose that Morpol apply for a delisting of its shares from Oslo Børs, which would require approval from 2/3 of the votes of the general meeting and depend on an assessment by Oslo Børs. Any delisting would reduce the liquidity of the shares even more.

Marine Harvest currently owns in excess of 50 per cent of the outstanding shares of Morpol. Consequently, the former has inter alia sufficient ownership to appoint members to the board of directors, and may (on certain conditions) acquire additional shares without triggering new mandatory offer obligations.

The chairman of the board, Bjørn Myrseth, holds 100,000 shares in Morpol and intends to accept the Offer, and no other member of Morpol's board of directors hold shares in the firm.

Based on an overall assessment of factors including those just described, the board of directors will recommend the Offer to its shareholders.

Related article:

- Marine Harvest buys 48.5 per cent of Morpol

By Natalia Real
editorial@seafood.media
www.seafood.media

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