Update on regulatory approvals relating to the voluntary tender offer for Sbanken ASA – Appeal of NCA decision and extension of the Drop Dead Date
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, 3 December 2021
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) and 25 November 2021 (extension of the Drop Dead Date to 22 December 2021), 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").
Further to the announcement made on 25 November 2021, the Offeror has decided to challenge the decision by the Norwegian Competition Authority (“NCA”) issued on 16 November 2021 to reject the contemplated acquisition (the “Decision”) by filing an appeal to the Norwegian Competition Tribunal (“NCT”) (Nw.: Konkurranseklagenemnda) (the “Appeal”). The Appeal has been submitted today. The NCA has 15 business days to forward the Appeal to the NCT, unless it decides to reverse the Decision. The NCT has a further 60 business days to pass a verdict on the basis of the Appeal. Consequently, the outcome of the Appeal is expected by 18 March 2022 (at the latest).
The Offeror is of the view that the Offer should have been approved by the NCA without conditions, and in any case that it should have been approved with the remedies that were presented to the NCA.
To ensure that the Offer may be closed as soon as possible if the NCT concludes that the Offer should have been conditionally approved, the Offeror has entered into an agreement to transfer most of the Company’s fund distribution operations, hereunder a portfolio of customers, right to utilise technology as well as other assets to a third party buyer. The Offeror has in this respect also undertaken certain behavioural remedies following such divestiture. Completion of the remedy transaction is subject to, among other things, completion of the Offer.
The Offeror herby announces that, pursuant to Sections 3.5 (Drop Dead Date) and 3.8 (Amendments to the Offer) in the Offer Document, the Regulatory Approval Deadline and therethrough the Drop Dead Date (each as defined in the Offer Document) for the Offer is further extended from 22 December 2021 until 24:00 CEST 6 April 2022. The Drop Dead Date may be further extended pursuant to section 3.5 (Drop Dead Date) of the Offer Document, however no longer than 24:00 CEST on 18 May 2022.
In accordance with Sections 3.5 (Drop Dead Date) and 3.2 (Offer Price) of the Offer Document, interest shall accrue on the Offer Price for the duration of any such extension period beyond 18 November 2021, at an interest rate of 2% per annum and be settled together with settlement of the Offer Price (on the condition that the Offer is completed).
Oslo Børs, in its capacity as take-over supervisory authority in Norway, has approved the amendment of the Regulatory Approval Deadline and Drop Dead Date in the Offer.
Settlement of the Offer shall take place no later than 10 business days after the date on which the Offeror has announced that the closing conditions for the Offer as described in the Offer Document, including "Regulatory Approvals", have been fulfilled or waived by the Offeror. 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.
No other amendment to the Offer than the adjustment to the Regulatory Approval Deadline and the Drop Dead Date is made in this announcement. The full terms and conditions of the Offer are set out in the Offer Document and previously announced amendments to the Offer.
The Offeror currently owns approximately 9.9% of the Shares and has received acceptances from approximately 81.3% of the Shares not already owned by the Offeror. Following settlement of the Offer, the Offeror will hold approximately 91.2% of the Shares and votes in the Company.
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
Vibeke Hansen Lewin, EVP Media: +47 99013349
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.
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