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 July 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.

On 20 June 2023, it was announced that the Norwegian Competition Authority has approved the Share Sale, and that 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.

On 20 July 2023, the Antimonopoly Committee of Ukraine approved the Share Sale. Unless otherwise agreed between the parties and subject to the other remaining conditions for completion continuing to be satisfied, completion of the Share Sale is therefore expected to take place on or about 14 August 2023 and the Mandatory Offer being put forward promptly thereafter. The Offeror intends to carry out a compulsory acquisition of all the shares in Frøy not held by it in connection with launch of the Mandatory Offer.