Tassal looks set for new ownership after the board backed a takeover offer from Canadian-based seafood giant Cooke Inc.
The Tasmanian-based salmon and prawn producer's board had previously resisted takeover overtures from Cooke, but has now relented.
It means all three major Tasmanian salmon farmers will become foreign owned, with Tassal joining Huon Aquaculture and Petuna.
"The Tassal board unanimously recommends that Tassal shareholders vote in favour of the scheme at the scheme meeting, in the absence of a superior proposal and subject to an independent expert concluding, and continuing to conclude, that the scheme is fair and reasonable and in the best interests of Tassal shareholders," Tassal said.
"Subject to those same qualifications, each member of the Tassal board intends to vote, or cause to be voted, any shares held or controlled by them in favour of the scheme."
Tassal chair James Fazzino said the announcement followed a few months of constructive engagement by the Tassal board with Cooke to secure additional value beyond Cooke's initial approach.
"The Tassal board believes the revised proposal reflects appropriate long-term value for the business, and is unanimous in its view that the scheme is in the best interests of Tassal shareholders," Mr Fazzino said.
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The $5.23 per share offer is significantly higher than Cooke's initial offer of $4.67 per share.
Tassal said the offer implied it had an equity value of about $1.1 billion and an enterprise value of $1.7 billion.
It said the $5.23 offer was at a 49 per cent premium to Tassal's $3.52 closing price on June 22.
That was the last trading day before media reporting of an entity affiliated with Cooke taking a stake in Tassal.
The scheme meeting is expected to be in November.
The deal is expected to take effect before the end of 2022.
Cooke currently owns about 10.5 per cent of Tassal shares.
Tassal said Cooke had advised it already had Foreign Investment Review Board approval of the scheme.
The scheme will need approval of at least 75 per cent of all votes cast and a majority by number of all shareholders present and voting in person or by proxy.
Cooke will not be permitted to vote with its 10.5 per cent stake.
Tassal said shareholders did not need to do anything at this stage and a scheme booklet would be issued to them in due course.
Cooke is the world's sixth biggest farmed salmon producer.
"Tassal is an excellent fit with Cooke, as we see many similarities between our two companies," Cooke chief executive Glenn Cooke said.
"Our people and communities are very comparable as well, with agriculture, fisheries, aquaculture and forestry prominently supporting export-driven economies.
"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.
"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."
He said Cooke understood the Tasmanian fish farming industry was Australia's most valuable seafood production sector.
" ... 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," he said.
"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."
Tassal managing director and chief executive Mark Ryan said: "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.
"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."
Sean Ford
The Advocate Newspaper, Tasmania. Business, economics, politics, crime.
The Advocate Newspaper, Tasmania. Business, economics, politics, crime.
