M&a Mhg Purchases Gsf

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MARINE!HARVEST! ACQUIRES! GRIEG!SEAFOOD!

–"STRATEGIC"MERGER"IN"CONSOLIDATING"INDUSTRY"–"

BY"HENRIK"KLEVAR"(7),"MATS"SAMDAHL"WELTZ"(14),"NILS"PETTER"NYGAARD"(10)"AND"PETER"RIISE"(12)" " APRIL"29TH"2014,"BERGEN"

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FIE"443"

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"""""Candidates:"7,"10,"12"&"14"

EXECUTIVE SUMMARY 1 BRIEF COMPANY AND SECTOR OVERVIEW 1.1 FISH FARMING INDUSTRY 1.2 MARINE HARVEST 1.3 GRIEG SEAFOOD 1.4 GRIEG HOLDING 2 STRATEGIC AND ECONOMIC BENEFITS OF THE TRANSACTION 2.1 STRATEGIC CONSIDERATIONS 2.2 WHY IS GRIEG SEAFOOD IN PLAY 2.2.1 GRIEG SEAFOOD 2.2.2 MARINE HARVEST 2.2.3 GOVERNMENT 2.3 REGULATORY ISSUES 2.4 SYNERGIES 2.5 RISK FACTORS OF THE DEAL 3 VALUATION 3.1 EXPECTED OPERATING PERFORMANCE 3.2 DISCOUNTED CASH FLOW ANALYSIS 3.4 TRADING COMPARABLES 3.5 PRECEDENT TRANSACTIONS 3.7 LBO ANALYSIS 3.8 DUE DILIGENCE (DD) 3.9 SYNERGIES VALUATION 3.10 SYNERGY SPLIT AND BREAK EVEN SYNERGIES 3.11 VALUATION SUMMARY 4 DEAL STRUCTURE 4.1 METHOD OF PAYMENT: STOCK VS CASH 4.4 CONTRIBUTION ANALYSIS 4.5 TRANSACTION TAX AND ACCOUNTING ISSUES 4.7 POST-MERGER OWNERSHIP 5 BIDDING STRATEGY 5.1 INITIAL ACTIONS 5.2 APPROACHING THE TARGET 5.3 PROTECTIVE DEVICES 5.4 MANAGEMENT’S REACTION 5.5 CONVINCING THE CURRENT OWNERS TO SELL 5.6 POTENTIAL RIVALS 6 THE BID 7 SOURCES 8. APPENDIX 8.1 FIGURES 8.2 TABLES 8.3 EQUATIONS

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Candidates:"7,"10,"12"&"14"

! E XECUTIVE! S UMMARY !

The objective of this report is to assist the board of Marine Harvest (MHG) in evaluating a potential acquisition of Grieg Seafood (GSF) in April 2014. The advisors have assessed strategic and economic benefits of the acquisition and the timing of the transaction. In addition a thoroughly valuation of GSF based on a wide range of methods has been conducted. Furthermore, this report addresses key deal questions such as method of payments and impact on certain earnings metrics and...