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Bank Norwegian ASA: Announcement of public voluntary offer from Nordax

·2-min read

On 3 May 2021, the Board of Directors received an indicative offer from Nordax Bank AB (publ) (“Nordax”) at NOK 100 per NFH share in cash (excluding the dividend of NOK 5 per NFH share distributed on 6 May). On the basis of the indicative offer and after careful consideration, the Board of Directors resolved to grant Nordax access to a confirmatory due diligence process. The decision by the Board of Directors to grant access to due diligence did not imply a recommendation of the indicative proposal.

Nordax has now completed its due diligence investigations and the Board of Directors has received a revised, higher binding offer at NOK 105 per NFH share in cash. The offer price will be adjusted for any dividends paid to shareholders in the period up until completion of the offer. The completion of the proposed offer will amongst other be conditional on the board recommendation remaining unamended and acceptance from 90% of NFH’s shareholders, with Nordax reserving the right to lower the acceptance threshold to 2/3. Nordax has stated in its announcement that the offer document is expected to be approved during the week commencing 2 August 2021, that the acceptance period in the offer will commence following publication of the offer document and that it is expected to last for 20 business days, subject to any amendments by Nordax.

As previously announced, the merger between NFH and its subsidiary Bank Norwegian ASA (“Bank Norwegian”) is expected to be executed after market close on 20 July 2021, after which the NFH shareholders will be shareholders in Bank Norwegian from 21 July 2021. Assuming such merger is executed as planned, the offer from Nordax will be made for the shares in Bank Norwegian on the same terms as set out herein.

The Board of Directors believes that it is appropriate that NFH shareholders are provided with the opportunity to receive the improved offer from Nordax and the majority of the Board of Directors has, based on an overall assessment, therefore informed Nordax that it is prepared to recommend the revised offer whilst at the same time reserving its right to withdraw or amend the recommendation should it receive a superior binding offer.

Arctic Securities and J.P. Morgan are acting as financial advisors and Advokatfirmaet Thommessen and Advokatfirmaet Simonsen Vogt Wiig are acting as legal advisors to NFH.

Contact information:

Klaus-Anders Nysteen, Chairman of the Board of Directors, phone: +47 99 26 56 91; e-mail: IR@banknorwegian.no

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.


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