Update on regulatory approvals for the acquisition by Goldman Sachs Asset Management of 72.11% of the shares in Frøy and subsequent mandatory offer

Frøya, 20 June 2023

Reference is made to the announcement on 5 June 2023 regarding the agreement (the “Transaction Agreement”) entered into by Falcon Bidco AS (the “Offeror”), a company indirectly wholly owned by infrastructure funds managed by Goldman Sachs Asset Management, with NTS AS (“NTS”), a wholly owned subsidiary of SalMar ASA (“SalMar”) (OSE ticker: SALM), and Frøy ASA (“Frøy” or the “Company”) (OSE ticker: FROY), whereby the Offeror, on certain terms and conditions, agreed to acquire NTS’ entire ownership stake in Frøy, representing approximately 72.11% of the shares in Frøy (the “Share Sale”), and following completion of the Share Sale make an unconditional mandatory cash offer to acquire all other shares in Frøy (the “Mandatory Offer”, and together with the Share Sale, the “Transaction”).

As announced, completion of the Share Sale is subject only to:

1. receipt of applicable approvals from competition authorities in Norway and Ukraine, and the Norwegian Ministry of Trade, Industry and Fisheries having granted an exemption with respect to the nationality requirements for NOR registration in the Norwegian Maritime Code applicable to the vessels owned by the Company;
2. no relevant authority having taken any form of legal action (whether temporary, preliminary or permanent) that prohibits the consummation of the Share Sale or in connection with the Share Sale having imposed material conditions upon the Offeror, the Company or any of their respective affiliates; and
3. the Transaction Agreement not having been terminated in accordance with its terms.

The Offeror has confirmed that the Norwegian Competition Authority has approved the Share Sale. Further, the Norwegian Ministry of Trade, Industry and Fisheries has granted an exemption with respect to the nationality requirements for NOR registration in the Norwegian Maritime Code applicable to the vessels owned by the Company.

Completion of the Share Sale remains subject to receipt of the applicable approval from the competition authorities in Ukraine, as well as the other remaining conditions noted above. It is expected that the Share Sale will be completed during the third quarter of 2023.

DNB Markets, a part of DNB Bank ASA, is acting as financial advisor and Advokatfirmaet BAHR AS is acting as legal advisor to NTS and the Company.

Goldman Sachs International, Nordea Corporate Finance, part of Nordea Bank Abp, filial i Norge and RBC Capital Markets are acting as financial advisors, Advokatfirmaet Thommessen AS and Linklaters LLP are acting as legal advisors, and Sullivan & Cromwell LLP is acting as antitrust and FDI advisor, to the Offeror.