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, 24 June 2021
Reference is made to the offer document dated 23 April 2021 (the "Offer Document") and subsequent stock exchange announcements for the recommended voluntary 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 (the "Offer").
As announced on 17 June 2021 the Offeror received acceptances of the Offer for Shares representing approximately 81.3% of the outstanding Shares and votes in the Company. In addition, the Offeror holds Shares representing approximately 9.9% of the shares and votes in the Company. Following settlement of the Offer, the Offeror will accordingly hold Shares in the Company constituting approximately 91.2% of the shares and votes in the Company.
The Offeror hereby confirms that the Norwegian Competition Authority (“NCA”) has opened a Phase II review to assess the proposed acquisition of the Company by the Offeror. The NCA is considering whether the transaction may reduce competition within distribution of funds, following its Phase I review. The Offeror is satisfied that the NCA has confirmed that potential competition concerns only relates to distribution of funds and not mortgage loans or other banks services which constitutes the main part of the Company’s operations. The NCA will now carry out an in-depth assessment into the potential effects of the proposed transaction to determine whether it is likely to significantly reduce effective competition. The final deadline for the NCAs review will expire on 7 October 2021. The NCA may however at any stage during the Phase II review close its investigation provided it finds that the criteria for intervention is not met. The Offeror will continue to cooperate closely with the NCA and provide all relevant information in order to have the transaction approved as soon as possible.
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.
For questions regarding settlement procedures, please contact the receiving agent for the Offer, DNB Bank ASA, Registrars Department, e-mail: firstname.lastname@example.org.
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 subject to the disclosure requirements according to section 5-12 of the Norwegian Securities Trading Act.
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.