Hobart, Tasmania – August 16, 2022 – Cooke Inc. (“Cooke”), parent company of Cooke Aquaculture Inc. of New Brunswick, Canada, and Tassal Group Limited (“Tassal”) of Australia, today announced that they have entered into a definitive agreement, being a Scheme Implementation Deed, under which Cooke (via a wholly-owned Australian subsidiary) has agreed to acquire all outstanding shares of Tassal for A$5.23 per share in cash by way of a scheme of arrangement (“Scheme”). The transaction price represents a premium of 49% to Tassal’s undisturbed closing share price on June 22, 2022.
Listed on the Australian Securities Exchange (ASX: TGR), Tassal is the largest vertically integrated seafood producer and blue agri-tech business in Australia. With over 36 years experience, Tassal employs over 1,700 people in Tasmania and Australia who farmed 40,000 metric tonnes of Atlantic salmon and 5,500 metric tonnes of Black Tiger Prawn in 2021 for domestic and export markets including Asia, New Zealand and USA.
Tassal distributes salmon and prawns through its De Costi Seafood business in Lidcombe, New South Wales, Australia, where it also sources and processes a wide range of seafood. Salmon is offered as fresh deli-grade, fresh packaged and smoked for supermarkets. Prawns are distributed through supermarkets, delicatessens, and fish markets under the Tropic Co trademark.
Tassal’s salmon farms span five marine zones, four freshwater hatcheries and four processing facilities in Tasmania, while prawn farming, processing and seafood processing is undertaken in New South Wales and Queensland.
“Tassal is an excellent fit with Cooke, as we see many similarities between our two companies. Our people and communities are very comparable as well, with agriculture, fisheries, aquaculture, and forestry prominently supporting export-driven economies,” said Glenn Cooke, CEO of Cooke Inc.
“Our family-owned company is keen to have the opportunity to continue to grow Tassal from the strong base the employees, management and board have created,” added Cooke. “We have demonstrated acquisition history where Cooke has left operations management in place for continuity. We are highly impressed with the quality of Tassal’s infrastructure, people and culture.”
“We understand completely that the Tasmanian fish farming industry is Australia’s most valuable seafood production sector, and our top priority will be to work with other producers and government regulators on continuous environmental improvement plans as well as strengthening supply chain and local community relationships,” states Cooke. “We intend to make strategic investments in engineering, science and technology to further enhance Tassal’s capabilities, in addition to growing their sales reach through leveraging our worldwide seafood distribution channels.”
“We believe in sustainably produced food and in responsibly harnessing our precious water resources. Our responsible business blueprint sets out how we will do this to ensure a prosperous, healthy planet for future generations,” says Mark Ryan, Managing Director and CEO of Tassal. “Combining our two companies’ people-first cultures and our shared passion for producing top quality seafood, is a natural fit. A future acquisition by Cooke enables Tassal to fast-track our goal to be one of the world’s most transparent and sustainable protein producers.”
At 115,000 metric tonnes annually, Cooke is the sixth largest farmed salmon producer in the world and, like Tassal, all Cooke feed mills, hatcheries, farms and processing operations are accredited by third-party organizations. The Tassal acquisition would put Cooke at 155,000 metric tonnes — closing in on becoming a top five producer. In 2021, the world’s demand for low carbon footprint, affordable, nutritious protein, resulted in more than 4 million metric tons of farmed salmon produced globally by all companies.
The Scheme price of A$5.23 per Tassal share values Tassal’s equity at approximately A$1.1 billion.
The price represents a:
- a premium of 49% to the undisturbed closing price of Tassal shares on 22 June 2022 of A$3.52 (being the last trading day prior to press reports of Amore Foods Pty Ltd (an entity affiliated with Cooke) acquiring a stake in Tassal);
- a premium of 47% to the volume-weighted average price of Tassal shares for the 30 days to and including 22 June 2022 of A$3.55;
- a premium of 46% to the volume-weighted average price of Tassal shares for the 90 days to and including 22 June 2022 of A$3.59;
- an implied acquisition EV/EBITDA multiple of approximately 10.0x Tassal’s FY22 EBITDA.
The Scheme is subject to the approval of Tassal shareholders, Court approval and other customary closing conditions. It is anticipated that the Scheme will complete in late 2022
Australian investment bank Kidder Williams is acting as buy-side financial adviser for Cooke. Australian law firm Allens is acting as legal counsel for Cooke.
About the Cooke Family of Companies:
Cooke’s core purpose is ‘To cultivate the ocean with care, nourish the world, provide for our families, and build stronger communities’.
The Cooke family of companies includes global aquaculture divisions including its wholly-owned subsidiary Cooke Aquaculture Inc. and Kelly Cove Salmon Ltd, as well as seafood and wild fishery divisions under Cooke Seafood USA, Inc., Wanchese Fish Company, Inc., Omega Protein Corporation, Cooke Aquaculture Scotland, Northeast Nutrition Scotland, Cooke Aquaculture Spain / Grupo Culmarex, Bioriginal Europe/Asia B.V. in The Netherlands, Cooke Uruguay S.A., Seajoy Seafood Corporation, one of the largest premium shrimp farms in Latin America, and Morubel N.V., the leading shrimp processor in Western Europe.
Cooke has Atlantic salmon farming operations in Atlantic Canada, the United States, Chile, and Scotland; seabass and seabream farming operations in Spain and has a global workforce of over 10,000 employees in 10 countries – mainly located in rural areas. Globally, Cooke harvests and sells 30% wild seafood and 70% farmed seafood.
Cooke was recently named as one of the Top 25 Seafood Suppliers in North America for Sustainability & Conservation. Cooke Aquaculture Inc. has been recognized for seventeen years as one the Canada’s Best Managed Companies. Winners are amongst the best-in-class of Canadian owned and managed companies demonstrating strategy, capability, and commitment to achieve sustainable growth.
About Tassal Group Limited:
Tassal Group Limited (ASX: TGR) is a vertically integrated salmon and prawn grower; and salmon, prawn and seafood processor, seller and marketer. The company produces and sells premium salmon, prawn and seafood products for both the Australian domestic and export markets. Tassal grows delicious, fresh and healthy Atlantic Salmon and Australian Black Tiger Prawns, and through its De Costi Seafood business sources and processes a wide range of seafood. Tassal is committed to taking a leadership role in sustainability in aquaculture and seafood sourcing. www.tassal.com.au/
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 Includes lease liabilities of $198m and Receivables Purchase Facility (“RPF”) of $81m.
 Based on FY22 Operating EBITDA of $175m before significant items of $32m and SGARA.