Cermaq and Copeinca press and analyst presentation. Oslo 5 April 2013

Transcription

1 Cermaq and Copeinca press and analyst presentation Oslo 5 April 2013

2 Cermaq secures future control in Copeinca 17.9% of Copeinca acquired at NOK per share Irrevocable agreements entered with shareholders controlling 32.8% Cermaq secured future control of 50.7% of Copeinca and will make a voluntary offer for remaining shares Financing of the acquisition in place, including underwritten rights issue of NOK 1.6bn Significant operational synergies from leveraging EWOS know-how in Copeinca s business Acquisition secures access to essential marine ingredients for salmon feed production Side 2

3 Cermaq moves upstream to the source Annual spend of USD 500 mill on fish meal and oil in EWOS Copeinca a leading fish meal and oil supplier with worldwide market position in the DHC and feed sector Copeinca product offering will be enhanced from EWOS know-how Securing marine ingredients important for EWOS customers in a scenario of scarcity Cermaq positioned as an integrated marine protein company Side 3

4 Controlling and optimizing raw material sourcing is handled through EWOS Innovation You cannot make high quality feed from low quality raw materials! 4

5 Strategic rationale for the transactions Significant knowledge based synergies from strong cooperation between Copeinca and EWOS Securing marine ingredients important for EWOS customers in a scenario of scarcity Fish oil supply (10 year average) Side 5

6 Copeinca brief overview Peru the main producer of fishmeal and fish oil Geographic footprint Copeinca with second largest quotas for anchoveta fisheries in Peru and with the most efficient fleet Produces fishmeal and oil from anchovy harvested off the coast of Peru Operates 28 vessels and 5 processing plants Industry overview Peru Founded in 1994, shares listed on the Oslo Stock Exchange since ,500 employees GRI sustainability report at A+ level Side 6

7 Cermaq brief overview Side 7

8 Key benefits for a combined Cermaq and Copeinca Cermaq - Substantial leverage of EWOS feed know-how - Improved access to essential marine ingredients Copeinca - Improved quality and product development - Market understanding and segmentation - Product differentiation Side 8

9 Significant synergies and reduced financial cost Enhanced value of fish meal in salmon feeds through quality improvement Introduce fish meals based on biological performance in other species than salmon Improved sourcing of functional feed components in fish meal Improved purchasing from better market insight and intelligence Reduced financial cost exclusive one-off effects in 2014l Reduced logistic cost Reduced financial expenses Side 9

10 Integration Copeinca to be organized as a separate business unit within Cermaq Close cooperation and knowledge transfer in order to extract synergies Current management in Copeinca will stay on board Dyer family major shareholders in Cermaq - Samuel Dyer Coriat will be suggested represented on Cermaq s Board of Directors Side 10

11 Transaction details Completed directed issue towards Cermaq of 11.7 mill shares at NOK per share 0.85 mill treasury shares acquired from Copeinca ASA at NOK per share Irrevocable agreements from Dyer Coriat Holding SL and Weilheim Investments SL representing 22.6 mill shares at NOK per share - 40% to be paid in cash - 2 year lock up of proceeds converted to CEQ shares Irrevocable agreements representing 0.3 mill shares from other shareholders at NOK to be paid in cash Cermaq waive dividend rights on acquired shares for 2012 Cermaq controls 50.7% through these transactions A voluntary offer to be made for remaining shares at NOK per share Side 11

12 Financing and valuation Sources and uses Valuation Uses NOKm Acquired treasury shares 51 Completed private placement 698 Pre-acceptance - to be paid in cash 562 Cermaq Copeinca Combined Equity value Net debt Enterprise value Voluntary cash offer Pre-acceptance - to be paid in shares 812 Total Sources Rights issue Share consideration 812 New loans, existing credit lines and cash Total ) Net debt as of 31 December 2012 and adjusting for Copeinca dividend Preliminary pro-forma balance sheet Unaudited pro-forma as at 31 December 2012 Total non-current assets Total current assets Cash and cash equivalents 686 TOTAL ASSETS Total equity Total interest bearing liabilities Other non-current liabilities Other current liabilities TOTAL EQUITY AND LIABILITIES Equity ratio 46.3% Side 12

13 Further process Management roadshow 8 10 April Launch of voluntary offer expected late April Parliament decision on rights issue expected towards end of May Cermaq general assembly expected towards end of May Subscription period for rights issue following general assembly Closing of rights issue and voluntary offer expected late June Copeinca expected to be consolidated in Cermaq accounts from 1 July 2013 Side 13

14