Cermaq cool on $521 mln synergies share-out with Marine Harvest

Fri May 10, 2013 10:46am EDT

* Savings of NOK 3 bln "not unrealistic"-Cermaq

* Cermaq shareholders would get 15 pcty of gains-Cermaq

* Marine Harvest conducting $1.7 bln hostile bid

By Victoria Klesty

OSLO, May 10 (Reuters) - Norwegian fish farmer Cermaq said on Friday its shareholders would not get a fair share of gains from a potential takeover by Marine Harvest which it estimated at around 3 billion crowns ($521 million).

Marine Harvest, the world's biggest fish farmer, has made a hostile bid of $1.7 billion for state-controlled Cermaq on the condition that its board's proposal to acquire Peruvian fishmeal firm Copeinca is reversed.

The Norwegian government, which owns 43.5 percent of Cermaq, has said the 105-crown-per-share bid is too low.

Marine Harvest, controlled by shipping tycoon John Fredriksen, on Wednesday ruled out going to 120-130 crowns per share but said there was not much difference between its opening bid and an increase to 111 crowns expected by analysts.

"If one assumes that the synergies amount to 3 billion crowns, which is not unrealistic, Cermaq shareholders will, based on Marine Harvest's proposal, receive approximately 15 percent of the gains," Cermaq said in an open letter to its shareholders on Friday.

"This constitutes less than five crowns per Cermaq share (400 million crowns). In comparison, the shareholders of Marine Harvest will receive 2.6 billion crowns," it added.

Marine Harvest has not specified the scale of synergy gains it expects from a combination of the two companies, but has said the gains would be "considerable" and that a deal would not result in the closing down of production facilities.

"They (Cermaq) don't specify how big these synergies would be per year, or what multiples they've used, but I agree it is not unrealistic," said Geir Kristiansen, an analyst at Oslo-based Sparebank 1 Markets.

"I have made a conservative valuation, and that one is not far off that mark," he added.

Marine Harvest has said that before it goes through with its offer, Cermaq's shareholders have to vote to block the proposed Copeinca transaction at Cermaq's annual general meeting on May 21.

Marine Harvest sees the Copeinca deal, which according to Cermaq is the second-largest holder of quotas in Peruvian anchovy fisheries, as too risky and requiring too much in terms of management resources and said that if Cermaq follows through with the acquisition, it would be a deal-breaker.

Cermaq says it sees the Copeinca deal as strategically important as it wishes to ensure a steady supply of food for its farmed fish. ($1 = 5.7600 Norwegian crowns)

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