Mitsubishi Corporation announces recommended voluntary cash tender offer to acquire 100% of the shares of Cermaq ASA at NOK 96 per share

OSLO, Norway, Sept. 22, 2014 /PRNewswire/ -- Mitsubishi Corporation ("MC") announces today that it has reached an agreement with the Oslo Stock Exchange-listed company Cermaq ASA ("Cermaq" or the "Company") to launch a recommended voluntary cash tender offer (the "Offer") for 100% of the shares (the "Shares") of the Company. A cash consideration of NOK 96 will be offered per Share, which implies a total consideration for all Shares of approximately NOK 8,880 million. The Offer represents a premium of 14.3% over the closing price of the Shares on 19 September, 2014 and a premium of 18.3% and 27.7% over the average volume weighted share price during the last three and six months.

The Company's Board of Directors has unanimously decided to recommend the Offer.

MC has informed the Norwegian State as a shareholder about the Offer, and understands that The Ministry of Trade, Industry and Fisheries will comment on the Offer in a separate statement.

The Offer will be made by MC Ocean Holdings Limited (the "Offeror"), a UK limited company 100% owned by MC. The acquisition will be financed by way of available resources.

The complete details of the Offer, including all terms and conditions, will be contained in an offer document to be sent to the Company's shareholders following review and approval by the Oslo Stock Exchange pursuant to Chapter 6 of the Norwegian Securities Trading Act. As further detailed and specified in the offer document, the Offer will be subject to the following conditions being satisfied or waived: (a) valid acceptances in respect of a number of shares of the Company which exceeds 90% of the issued and outstanding share capital and voting rights of the Company on a fully diluted basis; (b) the Company's Board not having withdrawn its recommendation for the Offer; (c) all authorizations, consents, clearances and approvals necessary for the Offer from relevant authorities having been obtained and remaining in full force and effect; (d) no force majeure event having occurred in Norway, Chile or Canada which has or can reasonably be expected to have a material adverse effect on the financial condition, results of operations or the business prospects of the Company and its subsidiaries, taken as a whole; (e) the Company complying with certain covenants, including relating to change of share capital, distributions to shareholders, material acquisitions or material disposals and changes to the Company's management; (f) the Company not having breached the tender offer agreement between MC, the Offeror and Cermaq, and (g) no governmental or regulatory authority having interfered with the Offer.

If as a result of the Offer, the Offeror acquires and holds more than 90% of the total issued and outstanding share capital of the Company representing more than 90% of the voting rights in the Company, the Offeror intends to carry out a compulsory acquisition of the remaining shares of the Company. Also, if, as a result of the Offer, a subsequent mandatory offer or otherwise, the Offeror holds a sufficient majority of the Shares of the Company, the Offeror reserves its right to propose to the general meeting of the Company to apply to the Oslo Stock Exchange for the delisting of the Shares of the Company.

The offer document for the Offer is expected to be sent to the Company's shareholders during week 39, and it is expected that the conditions for the completion of the Offer will be met mid November 2014. The offer document will also be available via the website of the receiving agent for the Offer, SpareBank 1 Markets AS, on www.sb1markets.no. The Offer will not be made in any jurisdiction in which the making of the Offer would not be in compliance with the laws of such jurisdiction. This announcement is not intended to and does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell securities pursuant to the Offer or otherwise.  The Offer will be made solely by the offer document, to be sent to the Company's shareholders and which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Shareholders are urged to read the offer document when it is available because it will contain important information.

Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., operating in Norway through its affiliate Morgan Stanley & Co. International plc ("Morgan Stanley"), is acting as lead financial advisor to MC and the Offeror. Advokatfirmaet BA-HR DA is acting as Norwegian legal advisor for MC and the Offeror. SpareBank 1 Markets AS is acting as receiving agent on the Offer. The Company is being advised by Fondsfinans ASA and Advokatfirmaet Schjodt AS in connection with the Offer.

About MC

MC is a global integrated business enterprise that develops and operates businesses across virtually every industry including environmental and infrastructure business, industrial finance, energy, metals, machinery, chemicals and foods. MC's current activities are expanding far beyond its traditional trading operations as its diverse business ranges from natural resources development to investment in retail business, infrastructure, financial products and manufacturing of industrial goods. With more than 200 offices & subsidiaries in approximately 90 countries worldwide and a network of over 600 group companies, MC employs a multinational workforce of over 60,000 people.

About Cermaq

Cermaq is a global fish farming company with operations in Chile, Canada and Norway, and produces Atlantic salmon, large Trout and Coho. In 2013, Cermaq sold 142 thousand tonnes gutted weight of salmon worldwide, equivalent to a market share of 6%. At the end of 2013, Cermaq had 4,361 employees and total operating revenue of NOK 5.2 billion. Cermaq was incorporated in January 1995, and was listed on the Oslo Stock Exchange in 2005.

The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. MC does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

This information is subject to the disclosure requirements according to section 5-12 of the Norwegian Securities Trading Act.

Notice to US Holders

The Offer will be made in the United States pursuant to an exemption from certain requirements of the United States federal tender offer rules as provided by Rule 14d-1(c) under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act") and is subject only to certain provisions of Section 14(e) and Regulation 14E thereunder and certain other applicable laws. The Offer will be made for the securities of a Norwegian company whose shares are listed on the Oslo Stock Exchange and is subject to Norwegian disclosure requirements, which are different from those of the United States. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that may be different from those applicable under United States domestic tender offer procedures and law.

The receipt of cash pursuant to the Offer by a US shareholder may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other tax laws. Each shareholder is urged to consult his independent professional adviser regarding the tax consequences of acceptance of the Offer.

It may be difficult for US shareholders to enforce their rights and any claim arising out of the US federal securities laws, since the Offeror is located in a non-US country, and some or all of its officers and directors may be residents of a non-US country. US shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, although US holders are not waiving their rights under US federal laws by accepting the Offer it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

In accordance with Norwegian law and pursuant to Rule 14e−5(b) of the Exchange Act, MC and the Offeror acting directly or indirectly through its advisers, nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Shares outside the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases or arrangements to purchase Shares must comply with Norwegian law and other applicable law. Any information about such purchases will be disclosed as required in Norway and will be available via the online information system of the Oslo Stock Exchange (www.newsweb.no).

Forward-Looking Statements

This press release contains a number of forward-looking statements. Words and variations of words, such as "will," "intend," "expect," and similar expressions are intended to identify forward-looking statements, including those regarding the expected timing and terms of the Offer. These statements speak only as of the date of this press release and are based on the Offeror's current plans and expectations, and they involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking statements. These risks and uncertainties include those relating to changes in financial markets, economic, political or regulatory conditions or other trends affecting the global fish farming, food and consumer products industries and other industries in which MC and the Company operate, and changes in facts and circumstances and other uncertainties concerning the completion of the Offer. Further information about these matters can be found in the offer document and in other public filings of MC and the Company available via the online information system of the Oslo Stock Exchange (www.newsweb.no). Except as required by applicable law or regulation, MC and the Company do not undertake any obligation to update forward-looking statements to reflect future events or circumstances.

Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., operating in Norway through its affiliate Morgan Stanley & Co. International plc, is acting as lead financial advisor to MC and the Offeror and no one else in connection with the matters described in this announcement. In connection with such matters, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.

SOURCE Mitsubishi Corporation