SalMar approves merger plans with Wilsgard

The boards of Wilsgård, SalMar Farming (a wholly-owned subsidiary of SalMar) and SalMar have approved a merger plan for a triangular merger with SalMar Farming as the acquiring company, Wilsgård as the transferring company and SalMar as the issuer of the consideration shares in the merger.

The parties to the merger have agreed on a valuation of Wilsgård amounting to NOK1,767 million ($169.4 million). The consideration in the merger will consist of a combination of consideration shares (80 per cent) and a cash consideration (20 per cent). SalMar Farming will not receive any merger consideration.

Based on the board authorisation granted by the general meeting in 2024, the board of SalMar has also resolved to increase the company’s share capital in connection with SalMar’s issuance of consideration shares.

The share capital will be increased by NOK392,054 through the issuance of 1,568,216 shares, each with a nominal value of NOK0.25. The parties have agreed a price per SalMar share of NOK563.38 in the merger.

If SalMar’s previously proposed dividend of NOK22 per share has been approved with a record date prior to the effective date of the merger, the price per SalMar share in the merger shall be adjusted accordingly and the share capital will instead be increased by NOK407,985.75 through the issuance of 1,631,943 shares, each with a nominal value of NOK0.25.

Since SalMar’s acquisition of NTS and the merger with NRS in 2022, SalMar has held a 37.5 per cent ownership interest in Wilsgård. Wilsgård currently has a strong presence on Senja and has 5,844 tonnes MAB in licenses in production areas 10 and 11 in northern Norway.

The merger is expected to be completed during the summer of 2025.