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Copeinca: NEW VOLUNTARY OFFER FROM CHINA FISHERY GROUP


June 24, 2013 - London

The board of directors of Copeinca ASA ("Copeinca") wishes to express its preliminary views with respect to the announcement made today by China Fishery Group Limited ("CFGL") with respect to the intended voluntary offer (the "New Offer") to be made by its indirect subsidiary Grand Success Investment (Singapore) Private Limited ("GSI" or the "Offeror").

Copeinca welcomes the New Offer of NOK 68.17 (the "New Offer Price") per share of Copeinca (the "Shares"), which represents a premium of 14.2%  compared with the recent voluntary offers from both Cermaq ASA and CFGL of NOK 59.70 per Share, a premium of 26.6%  compared with the original voluntary offer from CFGL of NOK 53.85 per Share announced on 26 February 2013 and a premium of 74.1% over the dividend adjusted volume weighted average price of the Shares for the one week period which ended on 25 February 2013, being the day prior to the announcement of the initial CFGL offer. The New Offer Price values the entire share capital of Copeinca at NOK 4,786 million.

It is noted that the Offeror intends to launch the New Offer as soon as reasonably practicable and no later than 5 August 2013. Copeinca further notes that the Offeror has entered into pre-acceptances of the New Offer for a total of 40,039,247 Shares (57.04%), including with Dyer Coriat Holding S.L. (19,098,000 Shares), Weilheim Investments S.L. (3,485,930 Shares) and Cermaq ASA (13,620,492 Shares), and exercised a call option to acquire 6,295,100 Shares from Veramar Azul S.L, which in addition to the 5,773,000 Shares already owned by the Offeror means that the Offeror effectively controls 74.23% of the Shares of Copeinca. Following completion of the sale of their Shares under the New Offer pursuant to their pre-acceptances, DCH and Weilheim, both having notification duties as primary insiders of Copeinca, will no longer own Shares, or have rights to Shares, in Copeinca.

In connection with the announcement of the New Offer, the Offeror and CFGL have subject to certain conditions undertaken to the pre-accepting shareholders that if the Offeror fails to launch the New Offer by 5 August 2013, or if the Offeror, after timely launch, fails to complete and settle the New Offer by 3 September 2013 (regardless of whether the New Offer continues), then an amount of USD 3 million shall be paid to Copeinca. Further, if the Offeror, after timely launch of the New Offer, shall fail to complete and settle the New Offer, then subject to certain conditions an amount of USD 5 million shall be paid to the Copeinca shareholders who have either pre-accepted or accepted the New Offer; provided, however, that the aggregate amount of these fees shall not exceed USD 5 million. For further details on the terms and conditions of the New Offer, reference is made to today's announcement from CFGL.

The board of directors of Copeinca will revert with its formal statement on the New Offer in due course, but would like to note that i) the New Offer Price represents an attractive opportunity for all Copeinca shareholders to receive a substantial premium to the previous voluntary offers at NOK 59.70 and NOK 53.85 per Share; and ii) the New Offer represents an opportunity for the continued investment and development of Copeinca's businesses in Peru.

UBS, DNB Markets and Carnegie are acting as financial advisors and Advokatfirmaet Thommessen AS and Rebaza, Alcázar & De Las Casas are acting as Norwegian and Peruvian legal advisor to Copeinca.

For further information, please contact: 

Samuel Dyer Coriat
Chairman, Copeinca ASA
Email: sdyerc@copeinca.com.pe
Tel: + 51-(1)-213 4040
Kristjan Davidsson
Deputy Chairman, Copeinca ASA
Email: kristjan.davidsson@gmail.com
Tel: +354 (618) 8272

Mikkel Storm-Jensen
Managing Director and Co-Head of Nordic IBD UBS  
Email: mikkel.storm-Jensen@ubs.com
Mobile: +44 77 7624 5160
Tel: +44 20 7567 2293
Enrique Vivot
Managing Director and Head of Latam Andean Region UBS
Email: enrique.vivot@ubs.com
Mobile: +54 911 3175 1173
Tel: +54 11 4316 0310
   
Per Even Hauge  
Director
DNB Markets  
Email: per.even.hauge@dnb.no
Mobile: +47 97 13 58 66
Tel: +47 23 26 80 58
Torleif Ernstsen
Director
Carnegie
Email: te@carnegie.no
Mobile: +47 93 40 93 88
Tel: +47 22 00 93 88

About Copeinca ASA
Copeinca ASA is one of the largest fishmeal and fish oil producers in Peru. The Company produces its fishmeal and fish oil from anchovy harvested off the coast of Peru, and most of its production is exported. Key countries for export are China, Japan, Germany, Canada, Chile and Denmark.  Typical customers are fish and animal feed producers as well as refineries for omega-3 products.  Copeinca ASA runs its operations out of Lima and has its own fleet.  Copeinca ASA operates 5 plants located in strategic locations all around the Peruvian coast line. The company has around 1,400 part and full time employees.

Please visit www.copeinca.com   

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



This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients.

The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.

Source: Copeinca via Thomson Reuters ONE

HUG#1711409

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