NEW YORK, Nov. 5, 2014 /PRNewswire/ — Reference is made to the offer document dated 22 September 2014 regarding the voluntary cash tender offer (the “Offer“) for shares (the “Shares“) of Cermaq ASA (the “Company“) made by MC Ocean Holdings Limited (the “Offeror“), a UK private limited liability company directly owned by Mitsubishi Corporation (“MC“). Reference is also made to the Oslo Stock Exchange notices dated 21, 23, 27 and 30 October 2014 regarding the Offer.

Following settlement of the voluntary offer, the Offeror became the owner of 85,242,850 Shares of the Company, representing approximately 92.16 per cent of the outstanding shares and voting rights in the Company.

The Offeror has, effective from close of trading on Oslo Stock Exchange on 4 November 2014, resolved to carry out a compulsory acquisition of all remaining, outstanding shares of the Company not owned by the Offeror pursuant to the Norwegian Public Limited Liability Companies Act section 4-25 cf. the Norwegian Securities Trading Act section 6-22 (3). As a consequence, the Offeror has assumed ownership of all outstanding shares of the Company.

The offered redemption price under the compulsory acquisition is NOK 96 per share. This corresponds to the offer price in the above-mentioned completed Offer, and is in accordance with the Norwegian Securities Trading Act section 6-22 (2) the applicable redemption price in a compulsory acquisition following a voluntary offer.

All former shareholders of the Company will receive settlement for their redeemed Shares no later than 10 November 2014. Mizuho Bank Nederland N.V. has furnished a guarantee for the settlement under the compulsory acquisition in accordance with the Norwegian Securities Trading Act section 6-22 (3) no. 3.

Any objections to the offered redemption price must be raised on or before 7 January 2015. Former shareholders in the Company who do not object to the offered redemption price within this deadline will lose their right to object to the offered redemption price and are deemed to have accepted the offer.

A letter regarding the compulsory acquisition will be sent to all former shareholders subject to the compulsory transfer whose addresses are known. In addition, the compulsory acquisition will be announced through the electronic notice service of the Norwegian Register of Business Enterprises (Bronnoysundregistrene).

As a consequence of the compulsory acquisition, the Offeror will pursue a delisting of the shares in the Company from Oslo Stock Exchange. A separate stock exchange notice will be published regarding the timing for such delisting.

This information is subject to the disclosure requirements set out in section 6-19 of the Norwegian Securities Trading Act.

Notice to US Holders

The Offer has been 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, subject only to certain provisions of Section 14(e) and Regulation 14E thereunder and certain other applicable laws. 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, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment. 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.

Forward-Looking Statements

This press release may contain 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. 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 (“Morgan Stanley”), 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