SalMar’s Strategic Merger with Wilsgård AS: Details and Implications

Introduction

SalMar ASA (“SalMar”) has announced a significant strategic move through its proposed merger with Wilsgård AS (“Wilsgård”). This merger aims to consolidate ownership and enhance the operational capabilities of both companies in the fisheries and aquaculture sectors.

Merger Overview

In line with the stock exchange announcement issued on February 18, 2025, the boards of SalMar Farming AS—a wholly-owned subsidiary of SalMar—and Wilsgård have finalized a merger plan. The transaction will be structured as a triangular merger under Chapter 13 of the Norwegian Public Limited Liability Companies Act. SalMar Farming will act as the acquiring company, while Wilsgård will be the transferring entity, with SalMar issuing the considered shares in the merger.

Valuation and Consideration Structure

The agreed valuation for Wilsgård stands at NOK 1,767 million on a 100% basis. The merger consideration will be a blend of shares and cash, with shares representing 80% of the total compensation and cash making up 20%. It’s noteworthy that SalMar Farming will not receive any merger consideration.

Share Capital Increase

In accordance with the board authorisation from the general meeting of 2024, SalMar’s board has approved an increase in share capital linked to the issuance of consideration shares. The share capital will rise by NOK 392,054 through the issuance of 1,568,216 shares, each priced at a nominal value of NOK 0.25. The merger also stipulates a price of NOK 563.38 per SalMar share. Additionally, should SalMar’s proposed dividend of NOK 22 per share be approved before the merger’s effective date, the share capital will increase to NOK 407,985.75, involving the issuance of 1,631,943 shares.

Strategic Impact of the Merger

Since its acquisition of NTS and the merger with NRS in 2022, SalMar has held a 37.5% stake in Wilsgård. Currently, Wilsgård operates with a robust presence in Senja and manages 5,844 tonnes MAB in licenses within Northern Norway’s production areas 10 and 11. The merger is poised to enhance both companies’ operational efficiencies, streamline costs, and bolster financial resilience, marking a significant step towards regional development in fisheries and aquaculture.

Timeline and Regulatory Approval

The merger is projected to be finalized in the summer of 2025, contingent on receiving the necessary approvals from relevant authorities.

Image credit: SalMar

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