BioFish Board recommends full takeover offer from Langøylaks.
The Board of Directors of smolt producer BioFish Holding has concluded its strategic review and unanimously recommended a voluntary cash tender offer from Langøylaks Holding 2 to acquire all outstanding shares and warrants in the company.
Under the terms of the offer, shareholders will receive NOK 1.77 ($0.17/€0.15) per share and NOK 0.47 ($0.05/€0.04) per warrant, representing a total equity valuation of approximately NOK 230 million ($22.54 million/€20.01 million) based on 111,978,666 shares and 67,521,334 warrants outstanding.
The offer reflects a 45.1% premium to BioFish’s last trading price of NOK 1.22 ($0.12/€0.11) prior to the strategic review announcement in January 2025, and a 19.5% premium to the three-month volume-weighted average price of NOK 1.48 ($0.15/€0.13) as of 30 May 2025.
Langøylaks, a privately owned salmon farming company based in Austevoll, has secured full financing for the transaction. The offer is not subject to any financing condition and is contingent on customary closing requirements, including acceptances from more than 90% of shareholders on a fully diluted basis.
“The Board is confident that the offer price reflects current fair value and believes Langøylaks will be a strong strategic partner for BioFish,” said Chair Thorbjørn Gjelsvik. “We unanimously recommend shareholders accept the proposed offer.”
Pre-acceptances have already been received from shareholders representing 52.42% of the company on a fully diluted basis, including key stakeholders Awilco, Odfjell Land, Stoksund, Biofish Aquafarm, and members of senior management. These shareholders have committed not to consider alternative proposals or capital injections.
Langøylaks CEO Johannes Møgster said the acquisition aligns closely with the company’s growth strategy. “We see strong potential for synergies across both production and expertise. This collaboration will strengthen both companies.”
Following completion, BioFish is expected to join the Salmon Group, enabling access to improved purchasing agreements and operational efficiencies. The company’s smolt and post-smolt production capabilities will be integrated into Langøylaks’ value chain.
The formal offer document is expected to be published in June, initiating an acceptance period of two weeks, extendable to a maximum of ten weeks. If Langøylaks acquires over 90% of shares, it intends to initiate a compulsory acquisition of the remainder and seek delisting from Euronext Growth Oslo.
Pareto Securities is acting as financial advisor to BioFish, with legal counsel from Advokatfirmaet Haavind. Langøylaks is advised by Advokatfirmaet Wiersholm.