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