Update on regulatory approvals related to the voluntary takeover bid for Sbanken ASA
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NOT FOR DISTRIBUTION, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, HONG KONG, JAPAN OR IN ANY OTHER JURISDICTION IN WHICH DISTRIBUTION OR BROADCASTING IS ILLEGAL
Oslo, October 7, 2021
Reference is made to the offer document dated April 23, 2021 (the “Offer Document”) and to subsequent stock market announcements for the voluntary offer recommended by DNB Bank ASA (the “Offeror”) to acquire all the outstanding shares (the “Shares” in Sbanken ASA (the “Company”) are not already owned by the Offeror (the “Offer”).
Reference is also made to the reasoned statement of objections issued by the Norwegian Competition Authority (the “NCA”) on August 26, 2021 against the proposed acquisition by the Bidder of the Company pursuant to the Offer (the “ OC ”). The CB is based on the ANC’s preliminary assessments of the possible competitive effects caused by the acquisition in the fund distribution market.
The Offeror has undertaken to respond to the preliminary concerns expressed in the Standing Offer. In accordance with Norwegian competition law, the deadline for the NCA to examine the acquisition is thus extended by 15 working days. The ANC has until October 28, 2021 to (i) approve the acquisition unconditionally, (ii) approve the acquisition subject to compliance with the commitments offered or (iii) prohibit the acquisition. The ANC may at any time close its investigation into the acquisition provided it finds that the intervention criteria are not met.
The Offeror maintains a good dialogue with the NCA regarding the commitments and will continue the process so that the NCA concludes its investigation as quickly as possible.
Settlement of the Offer will take place no later than 10 working days after the date on which the Offeror announced that the closing conditions of the Offer as described in the Offer Document, including the “Regulatory Approvals” , have been fulfilled or have waived by the Offeror. See Sections 3.4 (Conditions for completing the Offer) and 3.10 (Regulations) of the Offer Document for more information.
DNB Markets, a part of DNB Bank ASA, acts as financial advisor to the Offeror. Advokatfirmaet BAHR AS is the legal advisor of the Offeror in the context of the Offer. Arctic Securities AS is acting as financial advisor and Advokatfirmaet Thommessen AS is legal adviser to the Company in connection with the Offer.
For more information, please contact the following people of the Offeror:
Rune Helland, Investor Relations Manager, phone +47 97 71 32 50
Thomas Midteide, GEVP Communications & Durability: +47 96 23 20 17
The following people within 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 disclosure requirements in accordance with section 5-12 of the Norwegian Securities Law.
The Offer and the distribution of this announcement and other information relating to the Offer may be restricted by law in certain jurisdictions. When posted, the Offer Document and associated Acceptance Forms will not and may not be distributed, transmitted or transmitted in or in any jurisdiction where applicable law prohibits it, including, without limitation, Canada, Australia, New Zealand, South Africa, Hong Kong and Japan. The Offeror assumes no responsibility for any breach by any person of these restrictions. Persons in possession of this advertisement or any other information are required to inform themselves and to respect these restrictions.
This announcement is not a public tender offer document and, as such, does not constitute an offer or the solicitation of an offer to acquire the Shares. Investors can only accept the Offer on the basis of the information provided in the Offer Document. Offers will not be made directly or indirectly in any jurisdiction where an offer or participation in it is prohibited by applicable law or where a public offer or registration document or other requirements apply. would apply in addition to those undertaken in Norway.
Notice to US cardholders
US Holders (as defined below) are advised that the Shares are not listed on a US stock exchange and that the Company is not subject to the periodic reporting requirements of the US Securities Exchange Act of 1934, as as amended (the “US Exchange Act”), and is not required to file and does not file any report with the United States Securities and Exchange Commission (the “SEC”) as such. The Offer will be made to holders of Shares resident in the United States (“US 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. All information documents, including the Offer Document, will be distributed to US Holders on a basis comparable to the method by which these documents are provided to other shareholders of the Company to whom an offer is made. The offer will be made by the offeror and no one else.
The Offer will be made to US Holders in accordance with Section 14 (e) and Regulation 14E of the US Exchange Act as a “Tier II” public offering, 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 timing of the offer, settlement procedures and timing of payments, which are different from those which would be applicable under United States national take-over bid law and procedures.
Pursuant to an exemption from Rule 14e-5 under the US Exchange Act, the Offeror and its affiliates or brokers (acting as agents of the Offeror or its affiliates, as the case may be) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase Shares or any securities convertible, exchangeable or exercisable against such Shares outside the United States during the period during which the Offer remains open for acceptance, as long as such acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent that information on such purchases or purchasing arrangements is made public in Norway, such information will be disclosed by way of an English press release via an electronic information distribution system in the United States or by other reasonably calculated means to notify US holders of such information. In addition, the Offeror’s financial advisers may also engage in normal course trading activities in the securities of the Company, which may include purchases or arrangements to purchase such securities.
Neither the SEC nor any securities supervisor of any state or other jurisdiction of the United States has approved or disapproved of the Offer or reviewed it for its fairness, nor the contents of the Document. Offer or any other document relating to the Offer has not been reviewed for accuracy, completeness or fairness by the SEC or any securities supervisory authority in the United States. Any statement to the contrary is a criminal offense in the United States.