Falcon Bidco, a company indirectly wholly owned by infrastructure funds managed by Goldman Sachs Asset Management (GSAM), has entered into an agreement with NTS, a wholly owned subsidiary of SalMar, and Frøy, whereby Falcon Bidco will acquire NTS' entire ownership stake in Frøy, representing approximately 72.11 per cent of the shares in the Norwegian aquaculture service and infrastructure company.
Following completion of the share sale, Falcon Bidco will make an unconditional mandatory cash offer to acquire all other shares in Frøy as part of the transaction.
A cash consideration of NOK76.50 (US$6.89) will be paid per share in the share sale, and at least the same consideration shall be offered per share in the mandatory offer. The consideration implies a total consideration for all the shares in Frøy of approximately NOK6.6 billion (US$594.8 million) (based on 86,348,603 shares outstanding as per June 5, 2023).
The share sale remains subject to receipt of applicable approvals from competition authorities in Norway and Ukraine.
SalMar expects that the share sale will be completed during the third quarter of 2023. Upon closing of the share sale, GSAM, via Falcon Bidco, will become the owner of at least 62,269,112 shares in Frøy, equalling approximately 72.11 per cent of the total issued outstanding shares and voting rights in the company.