Clean Seas Seafood receives merger proposal from Yumbah Aquaculture

ADELAIDE: Clean Seas Seafood Limited (ASX: CSS) announced on Wednesday that it has received a non-binding merger proposal from Yumbah Aquaculture Ltd. The deal, which would see Yumbah acquire 100% of Clean Seas shares, offers shareholders $0.14 cash per share or a scrip alternative in Yumbah.*

Yumbah, an Australian-owned shellfish aquaculture company, operates across South Australia, Victoria, Tasmania, and New South Wales. It is the largest producer of abalone in the Southern Hemisphere and also produces oysters, mussels, and aquafeed. Anthony Hall, Yumbah’s largest shareholder with a 53.6% stake, is also Clean Seas’ largest shareholder, holding approximately 22.6% of its shares.

The cash consideration of $0.14 per share represents a 52.2% premium to Clean Seas’ closing price of $0.092 on Feb. 18, 2025, the last trading day before the announcement. It also represents a 46.8% premium to the one-month volume-weighted average price (VWAP) and a 27.6% premium to the three-month VWAP.

Clean Seas has established an independent board committee (IBC) to evaluate the proposal. The IBC, consisting of directors Katelyn Adams and Marcus Stehr, has granted Yumbah exclusive due diligence until March 24, 2025. The proposal is subject to several conditions, including mutual satisfactory due diligence, unanimous recommendation from the IBC, and entry into a Scheme Implementation Deed (SID).

Yumbah’s offer follows an initial period of financial, operational, and technical due diligence. The company plans to conduct further due diligence on legal, regulatory, workplace, and taxation matters. The proposed merger would be funded through a combination of debt and Yumbah equity, depending on shareholder elections.

Clean Seas shareholders do not need to take any immediate action. The IBC has stated its intention to recommend the proposal, provided no superior offer emerges and an independent expert deems the transaction in the best interests of shareholders.

Clean Seas, a global leader in Yellowtail Kingfish aquaculture, is known for its sustainable farming practices and supplies premium seafood to leading chefs and restaurants worldwide. The company is listed on the Australian Securities Exchange and Euronext Growth Oslo.

Yumbah has appointed K&L Gates as its legal advisor, while Clean Seas has engaged Candour Advisory as its financial advisor and HWLE as its legal advisor.

The IBC cautioned that there is no certainty the engagement will result in a change of control transaction or an offer capable of acceptance by shareholders.