Schouw & Co. announces intention to pursue an Initial Public Offering of its portfolio business BioMar on Nasdaq Copenhagen

01 May 2026 07:59 CEST

On 12 November 2024, the Board of Directors of Schouw & Co. announced the
initiation of an assessment regarding a potential separate listing of BioMar.
The objective of this assessment was to determine whether such a listing would
generate added value for Schouw & Co. and its shareholders, while simultaneously
ensuring that BioMar is well positioned to pursue opportunities for continued
growth. Now, the Board of Directors of Schouw & Co. has decided to announce the
intention to pursue an Initial Public Offering of BioMar Group A/S on Nasdaq
Copenhagen.

BioMar is the world's third-largest global producer of feed for high-value
farmed fish and shrimp by volume, supporting a sustainable and efficient
aquaculture industry through innovation and partnerships.

Aquaculture, which refers to farming of fish and shrimp, is a global industry
supported by long-term structural drivers such as rising demand for protein
sources to feed a growing global population. As consumers seek great?tasting,
healthy and more sustainable diets, seafood is an increasingly preferred source
of animal protein. Aquaculture has surpassed wild catch as the primary source of
seafood, following decades of overfishing and stagnation in wild fisheries.

Because feed impacts the nutritional value and quality of the seafood end-
product, and has a significant impact on farming efficiency, economics and
environmental footprint, feed solution providers such as BioMar play a critical
role in this expanding industry.

Since BioMar became part of Schouw & Co. in 2005, consolidated revenue has grown
by 10% per year on average, reaching a revenue of DKK 16.5 billion in 2025.
Earnings (EBIT) have grown even faster, with an annual average growth rate of
12%, exceeding DKK 1.1 billion in 2025.

The contemplated IPO is expected to comprise an offering of existing shares made
available by Schouw & Co. as well as a small offer of new shares to be offered
by BioMar (expected to raise gross proceeds to BioMar of DKK 50 million to pay
expenses payable by BioMar in relation to the listing and otherwise for general
corporate and administrative purposes). The intention is to expand and diversify
BioMar's shareholder base with new Danish and international shareholders, while
Schouw & Co. intends to remain a long-term majority shareholder.

Schouw & Co. CEO and BioMar Chair, Jens Bjerg Sørensen says: "An IPO of a mature
and strong portfolio company aligns naturally with Schouw & Co.'s approach to
active ownership, disciplined capital allocation and long-term value creation. A
separate listing of BioMar will offer investors the opportunity to invest
directly in a leading pure-play aquaculture specialist positioned at the centre
of a structurally expanding global industry. For Schouw & Co., it represents an
opportunity to unlock financial capacity for investments in the remaining or new
portfolio businesses while retaining our position as majority shareholder in
BioMar."

BioMar CEO Carlos Diaz says: "A listing will mark a significant milestone in
BioMar's history. In addition to providing direct access to capital markets, it
will enhance transparency and increase public awareness of our company and
brand, supporting our ability to attract and retain talent. BioMar is ready for
life as a listed company and well positioned to continue its growth journey,
driven by our high-quality product offering, commitment to sustainability and
advanced feeding technology in a market defined by rising global demand for
farmed fish and shrimp."

Information about BioMar
BioMar was founded in 1962 as Dansk Ørredfoder by Danish trout farmers. In
2005, BioMar became part of Schouw & Co. and has since made significant and
transformative acquisitions and investments in its global footprint, research,
innovation and production capacity.

Today, BioMar is a leading global aquafeed solutions provider, focusing on the
attractive segment of high?value species such as salmon, warm?water shrimp,
trout, sea bass and sea bream and many other high-value fish. It operates 16
feed production facilities with a total seasonalised production capacity of 2.0
million tonnes and has five technology centres located in the major aquaculture
hubs in Europe, Latin America and Asia. In total, BioMar supplies high-value
feed for more than 45 different species, offering its products in more than 90
countries.

BioMar serves its customers through four complementary business segments:

* Salmon. BioMar primarily provides aquaculture feed solutions for Atlantic
and Pacific salmon. The Salmon segment is BioMar's largest segment and
accounted for 60% of volumes sold, 67% of revenue, and 69% of EBIT in 2025.
* Shrimp. BioMar provides aquaculture feed solutions for warm-water shrimp.
The segment accounted for 24% of volumes sold, 14% of revenue, and 15% of
EBIT in 2025.
* Selected Species. BioMar provides aquaculture feed for a range of high-value
species with specific nutritional needs, including multiple species of
trout, sea bass and sea bream. The segment accounted for 16% of volumes
sold, 18% of revenue, and 21% of EBIT in 2025.
* Tech Solutions. The Tech Solutions segment provides AI-driven technology
solutions for aquaculture (currently shrimp) feeding and farming, enhancing
efficiency and sustainability of feeding, while providing data-driven
insights with the potential to improve feeding and farming practices. In
2025, the Tech Solutions segment generated revenue of DKK 172 million and an
EBIT of DKK 46 million. The segment's revenue comprises hardware, lease and
subscription revenue.

Over the years, it has become evident that feed is far more than an enabler of
growth. With the right nutritional solutions, fish and shrimp can thrive, build
greater resilience, and mitigate health challenges, all while lowering
environmental impact through the use of circular and restorative raw materials.
At the same time, specialised feed solutions are essential to the adoption of
new farming technologies that are reshaping the industry.

BioMar's competitive strength lies in the combination of global scale, deep
species?specific nutritional expertise and long?term customer relationships,
supported by a strong commitment to continuous innovation.

Selected key strengths
BioMar operates in the critically important and attractive mid-stream segment of
the aquaculture value chain, benefiting from global structural megatrends
supporting the volume and pricing dynamics in its end markets.

Global demand for protein is rising due to an expanding global population, with
aquaculture emerging as one of the fastest-growing and most sustainable sources
of non-plant proteins. This positions aquaculture as a key driver in bridging
the gap between rising protein demand and constrained supply.

Feed is particularly important to the aquaculture value chain, accounting for up
to 80% of farmers' carbon footprint and more than 50% of farmers' operating
expenses. Feed is an increasingly important driver of farming performance,
directly impacting growth efficiency, animal health, as well as the nutritional
value and quality of the seafood end-products.

BioMar's position in the value chain, its diversification across species and
geographies, as well as strong innovation and sustainability credentials allow
it to stay at the forefront of the sector's evolution from commoditised feed to
sophisticated ingredient solutions, resulting in greater visibility on earnings
and stronger resilience.

BioMar focuses specifically on high-value species, which are characterised by
higher prices and profitability compared to low-value species. This is driven by
stronger consumer appeal rooted in gastronomic value, look, taste and rarity.
The high-value species aquafeed market accounted for approx. 58% of the total
global aquafeed market value in 2025 and is projected to grow, in terms of feed
volume, at a CAGR of approx. 4% from 2025 to 2030, significantly outpacing the
approx. 1% CAGR expected for low-value species over the same period. In terms of
market value, BioMar's aquafeed market is estimated to grow at approx. 5% CAGR
from 2025 to 2030.

BioMar benefits from its local presence within key production markets globally
and its agile and empowered teams with the capability and mandate to drive
solutions locally while leveraging global expertise. In combination with the use
of data and technology for accelerated product development, it positions BioMar
to excel on both product and service offerings to its approx. 1,400 customers.

Sustainability is deeply embedded within BioMar's operations as a driver of its
customer proposition, and way of doing business. With feed as the principal
source of cost and value chain carbon footprint for farmers, feed solutions are
designed specifically to support customers' sustainability efforts and targets.
BioMar therefore sees sustainability as an increasingly important competitive
differentiator contributing to higher feed profitability and customer retention,
and has launched multiple commercial products, to serve sustainability-led
customer demand. BioMar works closely with end-distributors such as retailers to
continuously enhance the end-to-end sustainability positioning and therefore
offers a comprehensive solution to its direct customers.

Financial information
Since BioMar became part of Schouw & Co. in 2005, the company has established an
attractive financial profile characterised by resilient growth, increasing
profitability, capital efficiency and strong returns.

BioMar 5-year financial table (DKK millions)

  Q1 2026|Q1 2025|FY 2025 FY 2024 FY 2023 FY 2022 FY 2021
-------------------------------+-------+---------------------------------------
Volumes   |   |
| |
Volumes sold ('000 | |
tonnes) 315| 294| 1,557 1,372 1,437 1,456 1,446
-------------------------------+-------+---------------------------------------
Revenue and income  |  |
| |
Revenue 3,202| 3,399| 16,534 16,616 17,878 17,861 13,300
| |
EBITDA((1)) 212| 206| 1,517 1,476 1,250 1,013 889
| |
Depreciation, | |
amortisation and | |
impairment (103)| (90)| (385) (347) (390) (410) (350)
| |
EBIT((2)) 110| 117| 1,132 1,129 860 602 540
| |
Profit/loss after tax | |
in associates and | |
joint ventures 9| 11| 56 36 6 130 45
| |
Net financial items (35)| (30)| (167) (220) (212) (23) (46)
| |
Profit before tax 84| 98| 1,021 945 654 709 539
| |
Profit for the period 57| 69| 755 706 484 556 398
-------------------------------+-------+---------------------------------------
Cash flows  |  |
| |
Cash flow from | |
operating activities (297)| (38)| 1,568 1,585 665 299 241
| |
Cash flow from | |
investing activities (26)| (117)| (448) (151) (207) (447) (336)
| |
     - Of which | |
investment in | |
property, plant and | |
equipment (41)| (85)| (260) (188) (201) (228) (133)
| |
Cash flow from | |
financing activities 360| 150| (890) (1,189) (562) 156 50
| |
Cash flow for the | |
period 37| (5)| 230 246 (104) 8 (46)
-------------------------------+-------+---------------------------------------
Invested capital and | |
financing  |  |
| |
Average Invested | |
capital (excl. | |
goodwill) 3,969| 4,276| 3,956 4,421 4,288 4,374 3,724
| |
Average invested | |
capital (incl. | |
goodwill) 5,032| 5,403| 5,030 5,550 5,438 5,588 4,733
| |
Total assets 11,137| 10,540| 11,186 11,301 11,181 11,705 10,004
| |
Working capital 1,556| 1,759| 1,092 1,671 2,141 1,979 1,399
| |
Net interest-bearing | |
debt (NIBD) 3,045| 1,694| 1,833 1,577 2,531 2,507 1,932
| |
Total equity 2,564| 3,539| 3,209 3,579 3,125 3,190 2,917
-------------------------------+-------+---------------------------------------
Financial data  |  |
| |
EBIT excl. Tech | |
Solutions/tonne (DKK) 380| 359| 727 823 603 409 373
| |
EBITDA margin (%) 6.6%| 6.1%| 9.2% 8.9% 7.0% 5.7% 6.7%
| |
EBIT margin (%) 3.4%| 3.4%| 6.8% 6.8% 4.8% 3.4% 4.1%
| |
ROIC (excl. goodwill) | |
(%) 29.8%| 26.1%| 30.0% 26.7% 22.1% 16.1% 15.9%
| |
ROIC (incl. goodwill) | |
(%) 23.5%| 20.6%| 23.6% 21.2% 17.5% 12.6% 12.5%
| |
NIBD/EBITDA ratio 2.0x| 1.2x| 1.2x 1.1x 2.0x 2.5x 2.2x
-------------------------------+-------+---------------------------------------

Notes:
(1) EBITDA is a non-IFRS measure
(2) EBIT is defined as profit before interest, share of profit from associates
and joint ventures and tax


BioMar's full 2025 Annual Report and Q1 2026 interim report can be found at
www.biomar.com.


Highlights from the 2026 Q1 interim report
BioMar delivered a solid Q1 2026, with performance in line with expectations and
operational trends remaining supportive.

Volumes increased 7% year on year to 315 thousand tonnes, underlining continued
demand momentum across core segments. Compared to Q1 2025, EBITDA increased by
3% to DKK 212 million, driven by increased earnings in the Salmon segment, while
lower Tech Solutions earnings weighed temporarily on Group results.

Despite revenue headwinds, BioMar continued to demonstrate strong earnings
resilience and disciplined execution. Capital efficiency improved materially,
with ROIC including goodwill rising to 23.5% from 20.6%, highlighting BioMar's
ability to convert volume growth and operational scale into attractive returns
despite higher depreciation and slightly reduced EBIT.

Financial outlook, mid-term targets towards 2030 and capital policies
For 2026, BioMar expects consolidated revenue of DKK 16.0-17.0 billion and an
EBIT in the range of DKK 1.1-1.2 billion.

BioMar has set the following mid-term targets towards 2030:

* Volume growth. BioMar targets an annual average volume growth of 4-6%,
excluding non-consolidated joint ventures.
* EBIT growth. BioMar targets an annual average EBIT growth of 8-10%.
* ROIC including goodwill. BioMar targets a ROIC including goodwill above 20%.

BioMar aims to pay out at least 50% of annual net profit and targets a net
interest-bearing debt to EBITDA ratio in the range of 1.0x to 2.0x.

As at admission of the BioMar shares to trading on Nasdaq Copenhagen, taking the
2025 financial results into consideration and reflecting the dividend payout to
Schouw & Co. prior to the offering, the forecasted opening debt leverage is
estimated at approximately 2.0x.

Bank syndicate and legal advisers
DNB Carnegie and Morgan Stanley are appointed Lead Joint Global Coordinators and
Joint Bookrunners and Danske Bank and Nordea are appointed Joint Global
Coordinators and Joint Bookrunners. ABG Sundal Collier is acting as financial
adviser to Schouw & Co.

Gorrissen Federspiel Advokatpartnerselskab and Davis Polk & Wardwell London LLP
are acting legal advisers to BioMar and Plesner Advokatpartnerselskab and
Milbank LLP are acting legal advisers to the Lead and Joint Global Coordinators
and Joint Bookrunners.

Aktieselskabet Schouw & Co.

Jørgen Dencker Wisborg, Chairman
Jens Bjerg Sørensen, President

For further information:
Jens Bjerg Sørensen, President Schouw & Co., telephone +45 86 11 22 22
Carlos Diaz, CEO BioMar, telephone +45 86 20 49 70


Important notice
This announcement does not constitute an offering circular or a prospectus as
defined by Regulation (EU) No. 2017/1129 of 14 June 2017, as amended, and
nothing herein contains an offering of securities. No one should purchase or
subscribe for any securities in BioMar Group A/S (the "Company"), except on the
basis of information in any offering circular published by the Company in
connection with a potential offering and admission of such securities to trading
and official listing on Nasdaq Copenhagen A/S. Copies of any such offering
circular will , if any, following publication be available from the Company's
registered office and on the website of the Company.

This announcement is not an offer to sell or a solicitation of any offer to buy
any securities issued by the Company in any jurisdiction where such offer or
sale would be unlawful and the announcement and the information contained herein
are not for distribution or release, directly or indirectly, in or into such
jurisdictions.

This announcement and the information contained herein are not for distribution
in or into the United States of America (including its territories and
possessions, any state of the United States of America and the District of
Columbia) (the "United States").  This document does not constitute, or form
part of, an offer to sell, or a solicitation of an offer to purchase, any
securities in the United States. The securities of the Company have not been and
will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") and may not be offered or sold within the United States absent
registration or an applicable exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act. There is no intention
to register any securities referred to herein in the United States or to make a
public offering of the securities in the United States. Any securities sold in
the United States will be sold only to persons reasonably believed to be
qualified institutional buyers (as defined in Rule 144A under the Securities
Act) in reliance on Rule 144A under the Securities Act.

In any member state of the European Economic Area ("EEA Member State"), other
than Denmark, this communication is only addressed to, and is only directed at,
investors in that EEA Member State who fulfil the criteria for exemption from
the obligation to publish a prospectus, including qualified investors, within
the meaning of Regulation (EU) No. 2017/1129 of 14 June 2017, as amended.

This announcement is only being distributed to and is only directed at (i)
persons who are outside the United Kingdom or (ii) to investment professionals
falling within Article 19(5) of the U.K. Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth
entities falling within Article 49(2)(a) - (d) of the Order (the persons
described in (i) through (iii) above together being referred to as "relevant
persons").  The securities are only available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such securities will be
engaged in only with, relevant persons.  Any person who is not a relevant person
should not act or rely on this document or any of its contents.

No representation or warranty, express or implied, is made by any of [DNB
Carnegie Investment Bank, Filial of DNB Carnegie Investment Bank AB (PUBL),
Sverige, Morgan Stanley & Co. International plc, Danske Bank A/S and Nordea
Danmark, Filial af Nordea Bank Abp, Finland] (collectively, the "Managers") or
any of their respective affiliates, directors, officers, employees, advisers or
agents as to the accuracy or completeness or verification of the information
contained in this announcement (or whether any information has been omitted
therefrom), and nothing contained herein is, or shall be relied upon as, a
promise or representation by any of them in this respect, whether as to the past
or future. The information in this announcement is subject to change. None of
the Managers or any of their respective affiliates, directors, officers,
employees, advisers or agents assume any responsibility for its accuracy,
completeness, or verification and accordingly they disclaim, to the fullest
extent permitted by applicable law, any and all liability whether arising in
tort, contract or otherwise which they might otherwise be found to have in
respect of this announcement or any such statement. The Managers and their
affiliates are acting exclusively for the Company and Aktieselskabet Schouw &
Co. and no-one else in connection with the potential offering. They will not
regard any other person as their respective clients in relation to the potential
offering and will not be responsible to anyone other than the Company and
Aktieselskabet Schouw & Co. for providing the protections afforded to their
respective clients, nor for providing advice in relation to the potential
offering, the contents of this announcement or any transaction, arrangement or
other matter referred to herein.

In connection with the potential offering, the Managers and any of their
affiliates, acting as investors for their own accounts, may subscribe for or
purchase shares and in that capacity may retain, purchase, sell, offer to sell
or otherwise deal for their own accounts in such shares and other securities of
the Company or related investments in connection with the offering or otherwise.
Accordingly, references in the offering circular, if published, to the shares
being issued, offered, subscribed, acquired, placed or otherwise dealt in should
be read as including any issue or offer to, or subscription, acquisition,
placing or dealing by, such Managers and any of their affiliates acting as
investors for their own accounts. In addition, certain of the Managers, their
affiliates or any other investment vehicle directly or indirectly connected
therewith may enter into financing arrangements (including swaps, warrants or
contracts for differences) with investors in connection with which such Managers
(or their affiliates) may from time to time acquire, hold or dispose of such
securities. The Managers do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.

The offering may be influenced by a range of circumstances, such as market
conditions, and there is no guarantee
that the offering will proceed and that the listing will occur.

Forward-looking statements
This announcement contains forward-looking statements, which are based on
current expectations, projections and assumptions about future events. Forward-
looking statements are statements (other than statements of historical fact)
relating to future events and Schouw & Co.'s anticipated or planned financial
and operational performance. The words "may", "will", "should","expect",
"anticipate", "believe", "estimate", "plan", "predict", "intend" or variations
of these words, including negativesthereof, as well as other statements
regarding matters that are not historical facts or regarding future events or
prospects, constitute forward-looking statements. Schouw & Co. has based these
forward-looking statements on its current views with respect to future events
and financial performance. These views involve a number of known or unknown
risks, uncertainties and assumptions, which could cause actual results to differ
materially from those predicted in the forward-looking statementsand from the
past performance of the Group. Although Schouw & Co. believes that the estimates
and projections reflected in the forward-looking statements are reasonable, they
may prove materially incorrect, and actual results may materially differ, e.g.,
as the result of risks related to the industry in general. As a result, you
should not and may not rely on these forward-looking statements as a prediction
of actual results. Forward-looking statements speak as of the date of this
announcement and no one undertakes to publicly update or revise any such
forward-looking statements, whether as a result of new information, future
events or otherwise, except to the extent required by law.

Information to distributors

EEA product governance requirements

Solely for the purposes of the product governance requirements contained within:
(a) EU Directive 2014/65/EU on markets in financial instruments, as amended
("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing measures (together,
the "MiFID II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the shares in the Company
have been subject to a product approval process, which has determined that the
shares in the Company are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II (the
"Positive Target Market"). Distributors should note that: the price of the
shares in the Company may decline and investors could lose all or part of their
investment; the shares in the Company offer no guaranteed income and no capital
protection; and an investment in the shares in the Company is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an investment and who
have sufficient resources to be able to bear any losses that may result
therefrom (the "Negative Target Market", and together with the Positive Target
Market, the "Target Market Assessment"). The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the offering. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Managers will only procure
investors who meet the criteria of professional clients or eligible
counterparties (except for a public offering to investors in Denmark conducted
pursuant to a separate prospectus that has been approved by and registered with
the Danish FSA).

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to, the shares in
the Company.

Each distributor is responsible for undertaking its own Target Market Assessment
in respect of the shares in the Company and determining appropriate distribution
channels.

UK product governance requirements
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook,
(together, the "UK Product Governance Requirements"), and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance Requirements) may
otherwise have with respect thereto, the shares in the Company have been subject
to a product approval process, which has determined that the shares in the
Company are: (a) compatible with an end target market of retail investors and
investors who meet the criteria of eligible counterparties and professional
clients, as defined in the FCA Handbook Conduct of Business Sourcebook; and (b)
eligible for distribution through all distribution channels (the "UK Target
Market Assessment"). Distributors should note that: the price of the shares in
the Company may decline and investors could lose all or part of their
investment; the shares in the Company offer no guaranteed income and no capital
protection; and an investment in the shares in the Company is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an investment and who
have sufficient resources to be able to bear any losses that may result
therefrom The UK Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the offering. Furthermore, it is noted that, notwithstanding the UK
Target Market Assessment, the Managers will only procure investors who meet the
criteria of professional clients and eligible counterparties. For the avoidance
of doubt, the UK Target Market Assessment does not constitute: (i) an assessment
of suitability or appropriateness for the purposes of Chapter 9A and 10A of the
FCA Handbook Conduct of Business Sourcebook; or (ii) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the shares in the Company. Each distributor is
responsible for undertaking its own UK Target Market Assessment in respect of
the shares in the Company and determining appropriate distribution channels.

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