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SRMJ
SVN
Merger Between SR-mjöl hf. and Síldarvinnslan hf.   20.1.2003 09:43:23
News categories: Corporate news      Íslenska  English
 Samrunaáætlun SR og SVN 17-01-03.pdf
 Sam-SR-SVN-matsskýrsla.pdf

Merger plan signed by the boards of directors of the two companies

Shareholders’ meetings will be called (convened) NB at SR-mjöl hf. and Síldarvinnslan hf. in March where the boards of directors of the two companies will propose to shareholders that the companies merge into one from and including 1 January 2003. The merger will create a strong company with considerable potential for advancing into new areas as well as strengthening current operations for the future.

 

The boards of directors of SR-mjöl and Síldarvinnslan have agreed to propose to the shareholders of the companies that they merge from 1 January 2003 (NB síðastliðnum). A proposal to this effect will be presented at the general meeting of each of the two companies. It is planned to convene NB the general meeting of SR-mjöl 6 March and the general meeting of Síldarvinnslan 7 March. 

According to the agreement, the merged company will be named Síldarvinnslan hf. with headquarters in Neskaupstaður in Fjarðabyggð. The general manager will be Björgólfur Jóhannsson, the current general manager of Síldarvinnslan.

The main objective of the merger is to improve performance and create strength to utilise new opportunities for future expansion. It is emphasised that the merged company will present an interesting investment opportunity and the company will pay a minimum dividend of 20% of the nominal value of stock based on current operating conditions. 

Two strong companies made into one

This is a merger of two solid companies in the fishing industry which specialise in the fishing and processing of pelagic fish.

Síldarvinnslan is one of Iceland’s larger and stronger fishing companies with a workforce of about 260 and estimated turnover of ISK 4,500 million in the past year. Síldarvinnslan operates a technically sophisticated fish processing plant which is active in the freezing of roundfish and pelagic fish as well as the salting of herring. The company also operates a highly developed fishmeal and fish oil plant in the town of Neskaupstaður and a smaller one in Sandgerði. Síldarvinnslan operates three vessels in pelagic fishing, one freezer trawler and one wetfish trawler. Aquaculture is also a constantly growing area of the company’s operation

SR-mjöl is the largest producer in Iceland of fishmeal and fish oil. In fact, the company is the world’s largest single fish oil producer.  The company operates five fishmeal and fish oil plants, located in Siglufjörður, Raufarhöfn, Seyðisfjörður, Helguvík and Reyðarfjörður. It has been decided, however, to close down the Reyðarfjörður plant after the spring fishing season.  Furthermore, SR-mjöl is a shareholder in five fishing companies which specialise in pelagic fishing. The company runs a strong sales and marketing department which will become the basis of a new subsidiary after the merger. SR-mjöl has a workforce of 120 and last year’s estimated turnover was about ISK 6,000 million.

Sales and marketing

The sales and marketing department of SR-mjöl will be made into an independent subsidiary under the name of SR-Mjöl hf. This will create an opportunity for other companies, which are interested in co-operation in the field of sales and marketing, to acquire shares in this company with increased activity on foreign markets in mind.

Based on a thorough examination of the companies

As a result of the merger, the stock of Síldarvinnslan will be increased by close to ISK 527.8 million. Shareholders in SR-mjöl will receive stock to the nominal value of ISK 0.67 in a merged company for each ISK of nominal value in SR-mjöl. The stock of Síldarvinnslan was just under ISK 1,172 million and the stock of the merged company will be ISK 1700 million.

The increase in stock is based on a merger division proportion yielding 40% of the stock of the merged company to shareholders in SR-mjöl and 60% to shareholders in Síldarvinnslan. This result was obtained after careful examination by Deloitte & Touche hf. and KPMG Auditors hf. of the value of the companies and is based on a co-ordinated estimate of assets and calculations of their capitalisation of earnings and their operational and cash flow plans. The interim financial statements of both companies for the first nine months of past year have been prepared as well as the interim financial statements of their affiliates

 

News release from the boards of directors of SR-mjöl and Síldarvinnslan
Friday 17 January 2003.

 

For further information, please contact Kristinn V. Jóhannsson, chairman of the board of directors of Síldarvinnslan hf., tel. 896 9989 and Finnbogi Jónsson, chairman of the board of directors of SR-mjöl hf., tel. 897 5767.

 


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