Mitsubishi Corporation Announces Completion of Compulsory Acquisition of Remaining Outstanding Shares of Cermaq ASA
November 11, 2014
Mitsubishi Corporation
Reference is made to the press release dated 22 September 2014 regarding the voluntary cash tender offer (the “Offer”) for shares (the “Shares”) of Cermaq ASA (the “Company”) made by MC Ocean Holdings Limited (the “Offeror”), a UK private limited liability company directly owned by Mitsubishi Corporation (“MC”), as well as to the announcements dated 21, 23, 27 and 30 October 2014 regarding the Offer.
MC is pleased to announce that the Offeror has carried out a compulsory acquisition of all remaining, outstanding shares of the Company not owned by the Offeror, and as a consequence, has become the owner of all outstanding shares of the Company. The Company is in the process of a delisting of the Shares from the Oslo Stock Exchange and it is expected that this process will be completed within November 2014.
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Notice to US Holders
The Offer was made in the United States pursuant to an exemption from certain requirements of the United States federal tender offer rules as provided by Rule 14d-1(c) under the United States Securities Exchange Act of 1934, as amended, subject only to certain provisions of Section 14(e) and Regulation 14E thereunder and certain other applicable laws.
It may be difficult for US shareholders to enforce their rights and any claim arising out of the US federal securities laws, since the Offeror is located in a non-US country, and some or all of its officers and directors may be residents of a non-US country. US shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment.
Forward-Looking Statements
This press release may contain a number of forward-looking statements. Words and variations of words, such as "will," "intend," "expect," and similar expressions are intended to identify forward-looking statements, including those regarding the expected timing and terms of the Offer. These statements speak only as of the date of this press release and are based on the Offeror's current plans and expectations, and they involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking statements. These risks and uncertainties include those relating to changes in financial markets, economic, political or regulatory conditions or other trends affecting the global fish farming, food and consumer products industries and other industries in which MC and the Company operate. Except as required by applicable law or regulation, MC and the Company do not undertake any obligation to update forward-looking statements to reflect future events or circumstances.
Inquiry Recipient
Mitsubishi CorporationTelephone:+81-3-3210-2171 / Facsimile:+81-3-5252-7705