Attempts to reach an amicable solution have been rejected.
More than 120 former shareholders of NTS, holding approximately 6.78% of the company’s shares, have initiated legal action against the salmon farming giant SalMar.
The lawsuit stems from the claim that the shareholders were undercompensated when their shares in NTS were compulsorily redeemed on January 3, 2023.
NTS was dissolved following SalMar’s acquisition of 100 percent control over Norway Royal Salmon, which is now merged with SalMar’s operations. SalmoNor in Trøndelag, previously wholly owned by NTS, has also become a part of SalMar.
Background
The legal move follows a period of significant upheaval within NTS at the end of 2022, marked by potential buyouts and internal strife. The turmoil culminated in an extraordinary general meeting where a new board, supported by 50.1 percent of the shareholders, facilitated the sale of the company to SalMar.
Initially, SalMar acquired a 52.69 percent stake in NTS ASA through a voluntary offer in the spring of 2022, valuing each share at NOK 120, composed of 20 percent cash and 80 percent SalMar shares. By the end of the acceptance period, the offer’s value rose to NOK 135.
Following the Norwegian government’s proposal to introduce a salmon tax in September 2022, SalMar’s share prices plummeted, leading to a mandatory offer in October valued at just NOK 75.48 per share in cash equivalent. Consequently, SalMar’s stake in NTS increased to 92.93 percent, triggering a mandatory redemption of the remaining shares.
Undervalued?
The majority of the affected shareholders are now contesting the valuation, arguing that the compensation did not accurately reflect the company’s true value. They have filed a lawsuit at the Trøndelag district court, demanding a reassessment.
They contend that the market’s reaction to the proposed salmon tax allowed majority shareholders to force a sale of minority shares at an undervalued rate. The offer’s structure, heavily reliant on SalMar’s share value, coupled with unfavorable timing, significantly impacted the final price offered to minority shareholders.
Attempts by the minority shareholders to negotiate an amicable resolution were reportedly rejected by SalMar, leading to the current legal challenge.
