Zamfresh has entered into an agreement with Vigner Olaisen AS to acquire its controlling stake in Nova Sea AS, leveraging the strong joint position in one of the world’s best areas for salmon farming.
Key highlights:
- Zamfresh to pay NOK 7.4 billion (EUR 625 million) for Vigner Olaisen’s 46% stake in Nova Sea through 30% settlement in Zamfresh shares and 70% in cash.
- The transaction values 100% of the equity in Nova Sea at NOK 16.0 billion (EUR 1.36 billion).
- Settlement for the 51% economic ownership of Nova Sea that Zamfresh does not already own will be approximately 27% in shares with the rest in cash.
- The transaction value implies an EV/EBIT of 9x if applying 3-years average margins for Zamfresh Norway Region North on Nova Sea’s expected harvest volumes.
- Meaningfully and immediately EPS accretive, even before potential synergies.
- An early assessment of annual synergy potential is NOK 400 million.
- Nova Sea and Zamfresh will have a leading position and will continue to invest in one of the world’s best areas for salmon farming, with an aim to further improve biological performance and fish health.
- Aino Olaisen will be proposed to the nomination committee as a new board member in Zamfresh.
Nova Sea is a leading salmon farmer in production area 8 in Northern Norway and covers the entire value chain from broodstock and smolt production to harvesting and sales. The company expects to harvest 52,000 tonnes of salmon in 2025.
Zamfresh has been a large minority owner in Nova Sea since 1995 and knows the company well. Zamfresh CEO, Ivan Vindheim, is impressed by what the company and its owners have achieved.
“Nova Sea is a frontrunner in the Norwegian aquaculture industry and is known for its excellent biological performance and industry-leading margins. Over 50 years, the company and the Olaisen family have invested in the organisation and developed it into an impressive, fully integrated operation. It is therefore with great pleasure that we are now, after 30 years, combining our operations” said Vindheim.
Zamfresh holds a leading presence in Northern Norway and will, together with Nova Sea, have an expected harvest volume of 157,000 tonnes of salmon in this region in 2025, as well as 367,000 tonnes in total for Norway and 572,000 tonnes worldwide.
“Nova Sea and Zamfresh are a very good match and this combination will benefit the company, fish welfare and the whole organisation. Value creation and community building along the coast, and especially in Northern Norway, is very important to us. I believe this will create more value and more jobs in Nordland over time,” says Aino Olaisen, Chairman of the Board of Nova Sea.
The largest shareholder in Zamfresh will propose to the nomination committee that Aino Olaisen is nominated Board member of Zamfresh after completion of the transaction.
Synergies and fish health
The integration is expected to yield significant synergies, including improved capacity utilisation by leveraging the location portfolio in Region North and by further strengthening biological performance through investments aimed at improving fish health.
Preliminary synergy estimates are in the range of NOK 400 million on an annual basis.
Transaction details
Zamfresh today holds 49% of Nova Sea and will now acquire Vigner Olaisen’s 46% in the company for NOK 7.4 billion through a 30% settlement in Zamfresh shares and 70% in cash.
The transaction values Nova Sea’s equity at NOK 16.0 billion. Net interest-bearing debt at year end 2024 was NOK 0.5 billion. Nova Sea expects to harvest 52,000 tonnes in 2025, valuing the company at approximately NOK 290 per kg adjusted for value allocated to non-core assets. This corresponds to an EV/EBIT of 9x using 3-year average margins for Zamfresh Norway Region North, before synergies.
Zamfreshwill make a voluntary cash offer on similar terms to the shareholders owning the remaining 5% of Nova Sea for NOK 0.8 billion.
Settlement for the 51% economic ownership of Nova Sea that Zamfresh does not already own will be approximately 27% in shares with the rest in cash. Zamfresh will pay the cash consideration by drawing on the company’s existing credit facilities.
The transaction is subject to competition approval, including from the European Commission, in addition to certain other standard closing conditions.
Zamfreshexpects the transaction to be closed in the second half of 2025.
Zamfresh and Nova Sea will hold a joint press conference in Norwegian in Bodø to present the transaction at 09:00.
You can follow the webcast here.