NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Oslo, 16 March 2022
Reference is made to the offer document dated 23 April 2021 (the "Offer Document") and subsequent stock exchange announcements, including 24 May 2021 (extension of the Offer Period until 7 June 2021), 7 June 2021 (final extension of Offer Period until 14 June 2021, reduction of minimum acceptance condition to 2/3 and an increase of the Offer Price to NOK 108.85), 1 October 2021 (Adjustment of the Offer Price to NOK 104.45 as a result of a dividend distribution from Sbanken ASA to its shareholders), 28 October 2021 (extension of the Drop Dead Date to 10 December 2021), 25 November 2021 (extension of the Drop Dead Date to 22 December 2021) and 3 December 2021 (appeal of decision by the Norwegian Competition Authority (the "NCA") and extension of the Drop Dead Date until 24:00 CEST on 6 April 2022), for the recommended voluntary offer by DNB Bank ASA (the "Offeror") to acquire all outstanding shares (the "Shares") in Sbanken ASA (the "Company" or "Sbanken") not already owned by the Offeror (the "Offer").
The Offeror has today received the decision from the Norwegian Competition Tribunal (the "NCT") on the Offeror's appeal of the decision issued on 16 November 2021 by the NCA to reject the Offeror's contemplated acquisition of Sbanken.
The NCT has concluded that there was no basis to reject the contemplated acquisition and has consequently repealed the NCA's decision. The NCT's decision is final and may not be challenged further by the NCA. Condition 2 (Regulatory Approvals) for completion of the Offer has therefore been fulfilled.
Pursuant to Section 3.10 (Settlement) of the Offer Document, the Offeror hereby confirms that that the following closing conditions of the Offer: Condition 1 (Minimum Acceptance) and Condition 2 (Regulatory Approvals) have been satisfied, and that this announcement constitutes the Settlement Notification (as defined in the Offer Document).
Settlement of the Offer will take place no later than 30 March 2022, provided that settlement of the Offer will, subject to applicable law, remain subject to Conditions 3 (No Material Adverse Change), 4 (Conduct of business), 6 (No governmental interference) and 7 (No breach of Transaction Agreement) until the settlement of the Offer. See Sections 3.4 (Conditions for completion of the Offer) and 3.10 (Settlement) of the Offer Document for further information.
On settlement and on the terms of the Offer, the Offeror will pay an Offer Price of NOK 104.45 for every Share for which the Offer has been lawfully accepted. In addition, the Offeror will pursuant to section 3.2 (Offer Price) and section 3.5 (Drop Dead Date) of the Offer Document pay interest on the Offer Price at an interest rate of 2% per annum calculated from 18 November 2021 and until settlement of the Offer. The interest will be settled together with settlement of the Offer Price. See section 3.10 (Settlement) of the Offer Document for further details on the settlement of the Offer.
Following settlement of the Offer, the Offeror will hold approximately 91.2% of the Shares and votes in the Company and intends to carry out a compulsory acquisition of the remaining shares in Sbanken pursuant to Section 4-25 of the Public Limited Liability Companies Act.
DNB Markets, a part of DNB Bank ASA, is acting as financial advisor to the Offeror. Advokatfirmaet BAHR AS is the legal advisor to the Offeror in connection with the Offer. Arctic Securities AS is acting as financial advisor and Advokatfirmaet Thommessen AS is the legal advisor to the Company in connection with the Offer.
For further information, please contact the following persons in the Offeror:
Rune Helland, Head of Investor Relations, telephone +47 97 71 32 50
Media contact:
Vibeke Hansen Lewin, EVP Media: +47 99013349
The following persons in the Company may also be contacted in connection with the Offer:
Henning Nordgulen, CFO, +47 95 26 59 90
Media contact:
Trine Hvamb, Interim Head of Communications and Sustainability, +90 70 11 17
Kari Holm Hejna, First House, +47 90 66 92 84
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This information is information required to be made public pursuant to the EU Market Abuse Regulation and section 5-12 of the Norwegian Securities Trading Act. The information was submitted by Marius Fjellbo at 17:57 CET on 16 March 2022.
The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. When published, the Offer Document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation, Canada, Australia, New Zealand, South Africa, Hong Kong and Japan. The Offeror does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This announcement is not a tender offer document and, as such, does not constitute an offer or the solicitation of an offer to acquire the Shares. Investors may accept the Offer only on the basis of the information provided in the Offer Document. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Norway.
Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the Shares are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder. The Offer will be made to holders of Shares resident in the United States ("U.S. Holders") on the same terms and conditions as those made to all other holders of Shares of the Company to whom an offer is made. Any information documents, including the Offer Document, will be disseminated to U.S. Holders on a basis comparable to the method that such documents are provided to the Company's other shareholders to whom an offer is made. The Offer will be made by the Offeror and no one else.
The Offer will be made to U.S. Holders pursuant to Section 14(e) and Regulation 14E under the U.S. Exchange Act as a "Tier II" tender offer, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to the offer timetable, settlement procedures and timing of payments, that are different from those that would be applicable under U.S. domestic tender offer procedures and law.
Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares outside the United States during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of an English language press release via an electronically operated information distribution system in the United States or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to the Offeror may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.
Neither the SEC nor any securities supervisory authority of any state or other jurisdiction in the United States has approved or disapproved the Offer or reviewed it for its fairness, nor have the contents of the Offer Document or any other documentation relating to the Offer been reviewed for accuracy, completeness or fairness by the SEC or any securities supervisory authority in the United States. Any representation to the contrary is a criminal offence in the United States.
