– It is a matter of principle. Right must be right, says Odd Reidar Øie.
The newspaper investor has now teamed up with the investment company Guntvedt Holding and upsets Hans Martin Storø and engaged the law firm Selmer.
Selmer will assist the investors in demanding so-called discretion, i.e. that the judiciary must decide what was the correct price for the shares in NTS when Salmar forcibly redeemed the minority shareholders who had not accepted either the voluntary or the mandatory offer.
– The price Salmar paid for the NTS shares does not reflect the real values, says Øie.
Hans Martin Storø. (Photo: Per Thrana)
Salmon quarrel in Rørvik
NTS was a listed company with headquarters in Rørvik, north of Trøndelag. The company owned the salmon company Salmonor as well as controlling shares in the salmon company Norway Royal Salmon (NRS) and the salmon shipping company Frøy.
Around the turn of the year 2021/2022, what was to become a long-lasting public dispute began to play out through stock exchange announcements, press releases and various news stories. The owners disagreed about the way forward, and a group of shareholders with connections to Rørvik wanted to sell the company.
Odd Reidar Øie, who was then chairman of the board of the company, did not want to sell. Neither would Helge Gåsø from Frøya, who was the largest shareholder with 37 per cent of the shares. However, the Rørvik group gained control over 50 percent of the company, and eventually agreed a sale to Salmar, the company from Frøya founded by Gustav Witzøe.
In November 2022, Helge Gåsø also accepted the offer from Salmar, who thus received over 90 per cent of the shares. Thus, Salmar could forcibly redeem Øie, Guntvedt Holding and the other shareholders at the same rate as they paid Gåsø and co.
The price fell close to 40 percent
The voluntary offer from Salmar consisted of NOK 24 in cash plus 0.143241 Salmar shares for each NTS share, which was equivalent to around NOK 120 per NTS share at the time – or NOK 15.1 billion for NTS as a whole.
Øie and the family owned just over five per cent of NTS, a shareholding which at the time was worth around NOK 750 million.
– I bought my first NTS shares back in 1997. It was a stockbroker who suggested that I, who owned so many newspapers, should also own shares in someone who distributed newspapers, which NTS did at the time, says Øie.
Throughout 2022, the Salmar share fell significantly. This is both as a result of the proposed salmon tax, as well as speculation about how the NTS purchase was to be financed, according to analysts. At one point there was also speculation that Salmar would try to cancel the entire acquisition.
As a result of the price drop in Salmar, the mandatory bid from Salmar was NOK 75.48 per share. That is almost 40 per cent less than when the offer was put forward in February 2022.
Øie also did not think the mandatory bid, which was 100 per cent in cash, was attractive.
Dissatisfied
The Øie family have received their settlement of just over 500 million for their NTS shares, but are not giving up.
– I am dissatisfied that the shareholders are now left with NOK 75 per share. Also remember that Mowi wanted to buy NTS for NOK 127.50 a share, says Øie.
– Surely the values were significantly weakened after that, given that a ground rent tax was proposed?
– That was what Mowi wanted to give. Their bid was 50/50 cash and shares, and without reservation. Nor was there a binding period on how long one had to own the shares, says Øie.
– Surely it is not Salmar’s fault that there was insufficient support for the Mowi bid?
– No, that’s right, but it shows that several people believed that NTS was worth more than what Salmar paid.
Øie says that he does not want to quantify what he believes is the right price for NTS – he will let the court decide that.
– But it is more than NOK 75 a share. For me and all the other shareholders who were forcibly redeemed, I think this is so unreasonable that we intend to pursue it legally.
In the fight for control of NTS, a number of extraordinary general meetings were held. There were also complaints to Oslo Børs and Børsklagenemda, without being upheld there.
– Are you a brawler, Øie?
– No, this is a matter of principle. Right must be right.
I think it is about NOK 100. the stock
Hans Martin Storø works together with Øie on the process. They have now also sent letters to several hundred small shareholders who were forcibly redeemed in order to get more people to sign up for the process. Storø only had a few NTS shares himself, but he manages the investment company Guntvedt Holding, which received around NOK 100 million for its NTS shares.
– We are in the process of clarifying what was the correct price for NTS. It could be NOK 100 a share, or up to NOK 120, which Salmar once offered. In order to get to the bottom of this completely, we may also have to subpoena Salmar to obtain the necessary information from the accounts of NTS, says Storø.
Storø is the man who bought 10,000 NTS shares a few minutes on what was the last trading day for NTS. He bought these shares at NOK 77.2, although they were compulsorily redeemed for NOK 75.48 a few days later. Even then, Storø announced that they would require discretion to determine the compulsory redemption price.
As a general rule, it is the person who forecloses, in this case Salmar, who has to pay the costs of such processes.
A much-discussed case in the Norwegian press about compulsory redemption of listed companies was the case of the electricity company Hafslund. In the end, Oslo municipality had to pay NOK 137.5 per share to the minority shareholders, up from the original NOK 96.75.(Terms)Copyright Dagens Næringsliv AS and/or our suppliers. We would like you to share our cases using links, which lead directly to our pages. Copying or other forms of use of all or part of the content may only take place with written permission or as permitted by law. For further terms see here.
