Former NTS shareholders to sue SalMar

More than 120 former shareholders in NTS ASA with approximately 6.78% of the shares are suing the salmon company SalMar. They believe that were paid too little when SalMar’s gradual acquisition of NTS reached more than 90% of ownership, triggering the mandatory sale of their shares to SalMar on January 3, 2023.

“I feared that the company was going to sell off - and I was right,” said Odd R Øie of Amble Investment, who is one of the former NYS shareholders behind the legal action.

In the winter of 2022, there were several possible buyers for NTS ASA and great internal unrest. This resulted in a dramatic extraordinary general meeting where 50.1% of the shareholders appointed a new board which then carried out the sale to SalMar, cementing its position as the world’s second-largest Atlantic salmon farmer.

Voluntary offer

First, SalMar bought up to a 52.69% ownership stake in a so-called voluntary offer in spring 2022. The voluntary offer originally amounted to NOK 120, which was to be made up of 20% cash and 80% shares in SalMar. At the end of the acceptance period, the voluntary offer was worth NOK 135.

In October 2022, SalMar made a mandatory offer to the remaining shareholders. The government’s proposal to introduce a salmon tax was presented at around the same time, and SalMar shares immediately fell to a historic low. Converted to cash, the mandatory bid was worth just NOK 75.48. After this, SalMar increased its ownership share to 92.93%, which triggered the compulsory sale of outstanding shares in NTS to SalMar.

Almost all of the forced shareholders have now rallied behind the demand for a new valuation, said Amble Investment. On Friday, a summons was sent to Trøndelag district court with a demand for discretionary determination. The background is that the settlement sum did not reflect the real values of the company and it is claimed in summonses that the law's requirements for “special reasons” for new value determinations have been met.

Price 'was far too low'

“Those of us who turned down both the voluntary and mandatory bids did so because the price was far too low. And we still think so,” said Øie, who is behind the summons together with the company Guntvedt Holding, where Hans Martin Storø is chairman. They have been supported by many of the remaining local minority shareholders.

“I can't believe that a billion-dollar group is cheating local small shareholders in Trøndelag,” added Øie, who along with his family originally owned about 5% of NTS ASA, while Guntvedt Holding held about 1%.

In the summons, emphasis is placed, among other things, on the fact that the market strongly overreacted to the salmon tax and thus the majority shareholders were given the opportunity to force the minority shareholders to sell the remaining shares at a bargain price. The reason for the low price was the structure of the offer, which was essentially based on the share value in SalMar, in combination with maximum unfavourable timing for the minority shareholders.

The minority shareholders also indicate in the summons that they have tried to reach an amicable solution, which was rejected by SalMar.