SYDNEY, AUSTRALIA: Cooke Inc. has agreed to acquire 100% of the ordinary shares in Tassal Group by way of scheme of arrangement. Under the Scheme, Tassal shareholders will receive cash consideration of $5.23 per Tassal share, assuming no final dividend is declared and paid for FY22.

The Scheme Consideration implies an equity value for Tassal Group of approximately $1.1 billion and an enterprise value of $1.7 billion, and represents an uplift in equity value of approximately 12% compared to the indicative cash price of $4.67 initially proposed by Cooke.

On 28 June 2022, Tassal announced that it had received a non-binding, indicative, incomplete and conditional proposal from Cooke to acquire 100% of Tassal’s ordinary shares by way of scheme of arrangement at an indicative cash price of $4.85 (“Indicative Proposal”), which was rejected by the Tassal Board.

The Indicative Proposal followed previous indicative, non-binding, confidential proposals received
from Cooke for $4.67 and $4.80 per Tassal share.

Tassal today announces that, following receipt of a revised indicative proposal from Cooke, it has entered into a SID with Cooke under which a wholly-owned subsidiary of Cooke will acquire 100% of Tassal’s ordinary shares by way of the Scheme.

Under the terms of the Scheme, Tassal shareholders will receive cash consideration of $5.23 per Tassal share, assuming no final dividend is declared and paid for FY22.

Cooke has disclosed that it has acquired an approximately 10.5% shareholding in Tassal, as disclosed in the substantial shareholder notice lodged by Cooke on 19 July 2022.