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, 7 June 2021
Reference is made to the offer document dated 23 April 2021 (the "Offer Document") for the recommended voluntary offer (the “Offer”) by DNB Bank ASA (the "Offeror") to acquire all outstanding shares (the “Shares”) in Sbanken ASA (the "Company") not already owned by the Offeror against a consideration in cash of NOK 103.85 per Share (subject to adjustment as set out in the Offer Document) (the "Offer Price"). Reference is also made to the stock exchange release from the Offeror on 24 May 2021 where the acceptance period of the Offer (the “Offer Period”) was extended until 7 June 2021 at 16:30 hours (CEST).
The Offeror hereby announces a second and final extension of the Offer Period until 14 June 2021 at 16:30 hours (CEST) in accordance with Sections 3.3 (Offer Period) and 3.8 (Amendments to the Offer) of the Offer Document. There will be no further extensions of the Offer Period.
The Offeror further announces an increase of the Offer Price to NOK 108.85 (subject to adjustment pursuant to section 3.2 (Offer Price) of the Offer Document and the other terms and conditions as set out in the Offer Document) in accordance with Section 3.8 (Amendments to the Offer) of the Offer Document. Shareholders in the Company who have already accepted the Offer will also benefit from the increased Offer Price. This is the Offeror’s best and final Offer Price.
As of the date hereof at 15:50 hours CEST, the Offeror owns 10,576,419 Shares (equalling approximately 9.9% of the Shares) and has received acceptances of the Offer for 69,478,963 Shares (equalling approximately 65.0 % of the Shares), totalling 74.9% of the outstanding Shares and votes in the Company. Accordingly, the Offer has been accepted by shareholders representing (when taken together with the Shares owned by the Offeror) more than 2/3 of the issued and outstanding share capital and voting rights of the Company on a Fully Diluted basis (as defined in the Offer Document).
The Offeror has decided to partially waive the closing condition for the Offer relating to “Minimum Acceptance” (as described in section 3.4 (Conditions for completing the Offer) of the Offer Document) by reducing the acceptance threshold from 90% down to 2/3. This means that the closing condition for the Offer relating to “Minimum Acceptance” has been satisfied, subject to all acceptances received as of today being valid and not subject to any third party consents in respect of pledges or other rights.
As a consequence of the extension of the Offer Period, the settlement of the Offer may be postponed correspondingly. Settlement of the Offer shall take place no later than ten (10) business days after the date on which the Offeror has announced that the closing conditions for the Offer relating to “Regulatory Approvals”, as described in the Offer Document, have been fulfilled or waived by the Offeror. See Section 3.4 (Conditions for completion of the Offer) of the Offer Document for further information.
The Oslo Stock Exchange has in its capacity as take-over authority of Norway approved the extension of the Offer Period and the increase of the Offer Price. The other terms and conditions of the Offer (except for the waiver of the closing condition relating to “Minimum Acceptance” down to 2/3 as described above) will remain unchanged and as set out in the Offer Document.
The Company's Board of Directors maintains its recommendation of the Offer on the terms and conditions described in the Offer Document and as included in the Offer Document Appendix 1. The Company has also confirmed to the Offeror that it is currently not aware of any other offers or proposals for an acquisition of the Company’s Shares or any other Competing Offer (as defined in the Offer Document).
Completion of the Offer is subject to the fulfilment or waiver by the Offeror of the conditions for completion of the Offer set out in the Offer Document. Except for the waiver of the closing condition relating to “Minimum Acceptance” down to 2/3 as described above, as of the date hereof, none of the conditions that require any action in order to be fulfilled have been fulfilled, and none of the conditions that refers to events that shall not occur have, to the Offeror's knowledge, occurred. The complete terms and conditions for the Offer, including procedures for how to accept the Offer and detailed information regarding settlement, are set out in the Offer Document, with the amendments as described herein.
Acceptances of the Offer already received will remain binding and there is no need for shareholders that have already accepted the Offer to take any further action to confirm their acceptances or otherwise.
Shareholders that want to accept the Offer, and have not already done so, must fill out and return the acceptance form which is included in the Offer Document by 16:30 hours (CEST) on 14 June 2021. There will be no further extensions of the Offer Period.
The Offer Document is, subject to regulatory restrictions in certain jurisdictions, available at www.dnb.no/emisjoner. Subject to regulatory restrictions in certain jurisdictions, the Offer Document may also be obtained free of charge during ordinary business hours at the offices of the receiving agent, DNB Bank ASA, Registrars Department, Dronning Eufemias gate 30, 0191 Oslo, Norway.
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
Thomas Midteide, GEVP Communications & Sustainability: +47 96 23 20 17
The following persons in the Company may also be contacted in connection with the Offer:
Jesper M. Hatletveit, Head of Investor Relations, +47 95 94 00 45
Henning Nordgulen, CFO, +47 95 26 59 90
Kristian K. Fredheim, Head of Communications, +47 92 44 74 07
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
This stock exchange announcement was published by Jesper M. Hatletveit, Head of Investor Relations at Sbanken ASA, on 7 June, 2021 at 16:20 hours CEST.
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.