DNB announces commencement of the offer period for the recommended public voluntary offer by DNB Bank ASA to acquire the shares of Sbanken ASA
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, 23 April 2021 - Reference is made to the announcements on 15 April 2021, where it was announced that DNB ASA, through its wholly owned subsidiary DNB Bank ASA ("DNB" or the "Offeror"), had reached an agreement with Sbanken ASA ("Sbanken" or the "Company") to launch a recommended voluntary cash tender offer for 100% of the shares of the Company that are not already owned by DNB for NOK 103.85 per share (the "Offer").
The offer document for the Offer dated 23 April 2021 (the “Offer Document”) was approved by the Oslo Stock Exchange in its capacity as take-over supervisory authority today. The offer period will commence at 09:00 hours CEST on 26 April 2021 and expire at 16:30 hours CEST on 24 May 2021, subject to extensions at the sole discretion of DNB. The terms and conditions of the Offer, including procedures for how to accept the Offer, are set out in the Offer Document prepared by DNB.
Key terms of the Offer:
- Offer price: NOK 103.85 per share in Sbanken, subject to adjustment pursuant to the terms and conditions of the Offer
- Offer period: From 09:00 hours CEST on 26 April 2021 to 16:30 hours CEST on 24 May 2021, subject to extensions at the sole discretion of DNB. The Offer Period will in no event be extended beyond 5 July 2021
- Receiving agent: DNB Bank ASA, Registrars Department
As of the date hereof, DNB owns 10,469,519 shares in the Company, representing approximately 9.8% of the outstanding share capital and voting rights.
The Offer Document will be sent to all shareholders in the Company as registered in the Company's shareholder register in Euronext VPS as of the date of the Offer Document, in jurisdictions where the Offer Document may be lawfully distributed.
The Offer Document is, subject to regulatory restrictions in certain jurisdictions, also available at the following webpage: 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.
Rune Helland, Head of Investor Relations, telephone +47 97 71 32 50
Media contact: Thomas Midteide, GEVP Communications & Sustainability: +47 96 23 20 17
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.