Announcement to ASX – Tassal Group (TGR), 28 June 2022
RECEIPT OF NON-BINDING, INDICATIVE, INCOMPLETE AND CONDITIONAL PROPOSAL
Tassal Group advised that it refers to recent media commentary and the substantial holder notice lodged by Cooke and related parties after market on 27 June 2022, disclosing the acquisition of a 5.398% stake in the Company.
The Company has received a non-binding, indicative, incomplete and conditional proposal from Cooke Inc. (“Cooke”) to acquire 100% of Tassal’s ordinary shares by scheme of arrangement (Indicative Proposal) for cash consideration of $4.85 per Tassal share.
The proposal is subject to conditions including Cooke’s board approval, the Company’s board approval, arrangements for key management and entry into a Scheme Implementation Deed including exclusivity provisions. Cooke has indicated that it has obtained Foreign Investment Review Board approval.
This indicative proposal follows previous indicative non-binding confidential proposals received from Cooke for $4.67 and $4.80 per Tassal share. The Company’s Board evaluated those proposals and chose not to engage in relation to them.
The Company’s Board of Directors has evaluated the Indicative Proposal with the assistance of its financial advisor and has determined that the Indicative Proposal does not reflect the fundamental value of the business and is not in the best interests of shareholders.
Accordingly, the Company’s Board has determined not to engage with Cooke regarding the Indicative Proposal. Shareholders are advised that they do not need to take any action.
The Company’s Board of Directors believes Tassal has an attractive independent future and is well positioned to deliver growth in shareholder value. The Board of Directors and management team remain focused on building on the company’s long history and delivering on our strategic objectives.
Tassal is being advised by Goldman Sachs as its financial advisor and Herbert Smith Freehills as its legal advisor.
Media release – Tasmanian Alliance for Marine Protection, 28 June 2022
COOKE TAKEOVER OF TASSAL WOULD BE A TASMANIAN DISASTER IN THE MAKING
The potential buy-out of Tassal, by Canadian industrial salmon producer, Cooke Aquaculture will leave the future of Tasmania’s vulnerable waterways entirely in the hands of rapacious multinationals with no long-term investment in Tasmania’s future.
The Chair of TAMP, Peter George says:
“Tasmanians can only have ever greater concern if Cooke Aquaculture, a Canadian multinational with an awful environmental record buys Tassal.
“With Huon Aquaculture in the hands of Brazilian multinational, JBS, with its shocking history of corruption and Petuna half owned by Nissui, a Japanese multinational and former whaler, the industry will become larger, dirtier and more rapacious.
“The multinationals are attracted by Tasmania’s poor regulation, low fees for leasing public waterways and the potential to expand into Bass Strait, the only coastline left free of floating salmon cages.
“Tassal’s record is bad but at least it is forced to make a public report once a year to the stock exchange – the multinationals will keep their operations and their environmental disasters a secret.
“When Cooke Aquaculture was competing to buy Huon Aquaculture last year, insiders told us Cooke would acknowledge the industry was way behind the rest of the world and promise to make it world-leading.
“Cooke’s track-record shows how baseless that claim would be.
“It’s carelessness resulted in a quarter of a million salmon escaping in Puget Sound, Washington State, in 2017 when its poorly maintained floating cages fell apart. The state banned industrial salmon after that disaster.
“The company has been caught using illegal pesticides that devastated a local lobster fishery.
“ Since 2000, the company has paid more than $13million in fines for 42 violations of regulations, according to an international tracker. (https://violationtracker.
“The Tasmanian government needs to stop this industry doing even more damage to the state’s waterways by legislating an end to sea-based salmon production and force the industry into land-based, closed loop operations following the international trend.
This is already underway in Canada – home of Cooke Aquaculture.”
Media release – NWTAS for Clean Oceans, 29 June 2022
Will Tasmania be sold out to multi-nationals again?
Tasmania will be the big loser
Goodbye to Bass Strait
“If Canadian industrial salmon farmer, Cooke Aquaculture, is successful in their bid to buy-out Tassal, our vulnerable waterways, including Bass Strait, will be entirely in the hands of rapacious multinationals,” Ben Lans, NWTAS for Clean Oceans Spokesperson, said today.
“Huon Aquaculture is already in the hands of Brazilian multinational, JBS, with its shocking history of corruption. Cooke Aquaculture also has an appalling environmental record. Add Petuna, half owned by Nissui, a Japanese multinational and former whaler, and the salmon industry in Tasmania will expand exponentially with horrific marine and coastal damage, annihilating our vital tourist industry. It will no longer be a Tasmanian industry and will offer no net benefit to Tasmanians.”
Ben said “Tourism is our largest employer and is reliant on maintaining our clean green image. By comparison, the salmon industry exploits our hard-earned image and offers only a handful of jobs which will decline as the industry becomes more and more automated”.
“This government’s appalling record in regulating and managing the current salmon industry, combined with their give-away price for raping our waterways and oceans, is, in my view, why these rapacious multinationals are breaking their necks to move into Tasmanian waters. The other huge magnet, of course, is the promise of Bass Strait being available for large scale salmon farming. The Commonwealth and state governments have signed a Memorandum of Understanding which allows international salmon farmers to move into Bass Strait to feed middle-class world markets.
This narrow, shallow waterway is totally unsuitable for salmon farming. Not only is the water temperature rising but the tidal patterns prevent effective flushing of salmon waste, inevitably leading to a build-up of nitrogen and toxins which will again destroy the delicate marine balance and astounding wildlife. At the moment we are witnessing amazing healing in Bass Strait, after many years of industrial abuse. This is evident in the healthy and growing whale and penguin populations, huge cuttlefish returning and the staggering population of St George whiting, the premium wild-caught eating fish. Say goodbye to all of this if salmon farming is permitted in Bass Strait, the only Tasmanian coastline free of floating salmon cages.”
“Based on their performances overseas, multinational salmon companies will keep their operations and their environmental disasters a secret.
Cooke Aquaculture has a shocking record. The company allowed a quarter of a million salmon to escape in Puget Sound, Washington State, in 2017 when its poorly maintained floating cages fell apart. As a result, the state banned industrial salmon farming. The same company has been caught using illegal pesticides that devastated a local lobster fishery. Since 2000, the company has paid more than $13 million in fines for 42 violations of regulations, according to an international tracker”. (https://violationtracker.goodjobsfirst.org/parent/cooke-inc)
“If Cooke’s bid is successful, they will be able to breathe easy in Tasmania because of our very weak regulatory framework with little oversight by the state government.
The only solution to the growing disaster that is called Salmon Farming is for the Tasmanian government to legislate an end to sea-based salmon production. They must force the industry out of the ocean and, if they want to stay in Tasmania, they must move into land-based, closed loop operations consistent with international trends. This methodology is already underway in Canada, home of Cooke Aquaculture. Perhaps this is another reason Tasmania is so attractive because at present our government allows them to do what they want without any pressure to adopt world standard methodologies.
Critically, in order to protect Bass Strait, the new Commonwealth government needs to promptly opt out of the Memorandum of Understanding (signed by the previous government) which is designed to permit salmon farmers to destroy Bass Strait waters and marine parks.”
