Handelsbanken submits offer to acquire Fokus Bank
Handelsbanken has decided to put forward the following offer to the shareholders of Fokus Bank:
· Handelsbanken offers NOK 70 in cash per share in Fokus Bank.
· The offer premium is 55 percent (compared with average closing price during the last 20 trading days). Compared with the closing price on October 29, 1998 (the last trading day prior to the announcement) the offer premium is 30 percent.
· The shareholders of Fokus Bank can now compare this cash offer with the exchange value of the recently proposed merger plans.
· The acquisition will not lead to lay-offs among the employees of Fokus Bank. All employees may continue their employment in the Handelsbanken Group.1)
Handelsbanken offers the shareholders in Fokus Bank NOK 70 per share in cash. The value of the offer is NOK 5,088 millions. The offer is submitted to all shareholders in Fokus Bank, i.e. also those being residents outside of Norway 2).
The offer is made on the following conditions, of which some or all may be waived:
· Handelsbanken must, at the end of the offer period, have received acceptances representing at least 90% of all the shares in Fokus Bank.
· Handelsbanken must be granted all approvals from public authorities necessary for the completion of the offer3). Interest compensation will be paid with 8% p.a. from the date of acceptance until the date of settlement.
· If Fokus Bank, before settlement has taken place, makes changes in the equity, approves of merger, demerger or other changes in the company-structure, or makes dispositions outside the scope of what is considered as normal business operations, and which are of significant importance to Handelsbanken, the offer may be cancelled.
TIME SCHEDULE
The Offer Document related to the offer will be available on November 4, 1998. The offer period runs up and until 4 p m on December 1, 1998. Handelsbanken reserves the right to extend the offer period.
THE RATIONALE BEHIND THE ACQUISITION OF FOKUS BANK
Handelsbanken considers the Norwegian market to be interesting, and now sees an opportunity to strengthen its position. Incorporating Fokus Bank, Handelsbanken will, based on total assets, constitute approx. 7% of the Norwegian market and approx. 10% of the commercial banking segment. This will strengthen Handelsbanken's opportunities to have a positive influence on the development of the Norwegian market, contributing also to a long-term improvement of the bank's profitability. Fokus Bank will be well suited for integration into the Handelsbanken Group. The operating structure in Fokus Bank is decentralised with a strong local engagement, comparable to that of Handelsbanken. The operational integration of the activities of Fokus Bank and Handelsbanken is thus expected to take place smoothly. Geographically, the two banks are largely complementary to each other; with more than 80 bank offices the combined group will have overlapping representations in only 5 cities in Norway. Expansion is expected to take place in areas lacking representation by either Fokus Bank or Handelsbanken.
For more information, follow the enclosed link.