Nordax Bank AB (publ) today announces an intention to launch a voluntary offer for all shares in Norwegian Finans Holding ASA
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FOR MORE INFORMATION ABOUT NORDAX'S INTENTION TO LAUNCH A VOLUNTARY OFFER, PLEASE SEE NORDAX'S FORMAL ANNOUNCEMENT, AVAILABLE AT: WWW.COLLABORATE-TO-SCALE.COM.
Nordax Bank AB (publ) (“Nordax”) today announces its intention to launch a voluntary offer (the “Offer”) to acquire the entire outstanding share capital in Norwegian Finans Holding ASA (“NFH”), supported by Nordic Capital Fund VIII1, Nordic Capital Fund IX2 and Sampo Oyj.
Nordax intends to launch a NOK 17.8 billion all-cash offer for all the outstanding shares in NFH for a cash consideration of NOK 95 per NFH share. The Offer price will be reduced by the amount of any dividend or other distributions made by NFH.
Launch of the Offer will be subject to Nordax receiving access to and having completed a due diligence review of NFH, including its subsidiary Bank Norwegian AS (“Bank Norwegian”), to its satisfaction.
The Offer will be financed through a combination of equity, debt and cash on balance sheet. Nordic Capital Fund IX and co-investors will contribute significant new equity to Nordax. In addition, third parties have committed to provide hybrid financing. Consequently, the Offer will not be subject to any financing condition.
The precise financial impact that a potential acquisition of NFH would have on Nordax depends on a number of different factors, including e.g. final acceptance level in the Offer and exact acquisition accounting impact effects. Overall, Nordax expects that the capital position post completion of the transaction in general would be somewhat stronger compared to Nordax's capital position as set out in Nordax's year-end report for 2020, where total capital is expected to be c. 2% higher, Tier 1 capital is expected to be c.1% higher and Core Tier capital is expected to be c. 0.5-1% lower than the level at year-end of 2020.3
Nordic Capital Fund IX and Sampo Oyj, owning 16.40% and 6.33% respectively of the shares in NFH, have entered into conditional agreements to contribute their existing shares in NFH (the “Contributed Shares”) to Nordax in exchange for shares in Nordax. The agreements are conditional upon a successful completion of the Offer.
Completion of the Offer will be subject to fulfilment or waiver of certain conditions, including but not limited to a minimum acceptance level of at least 50.1% of NFH's outstanding shares (including the 22.72% Contributed Shares), that all consents and approvals required from applicable financial regulatory and competition authorities in connection with the Offer have been obtained on terms satisfactory to Nordax, a recommendation from the Board of Directors of NFH and that no material adverse change has occurred. While Nordax’s intention is to acquire 100% of NFH, Nordax also sees strong merits in becoming the majority shareholder in NFH.
Nordax strongly believes that Bank Norwegian will have excellent opportunities to further expand its business together with Nordax. The stability provided through increased ownership of Nordic Capital and Sampo Oyj will further support the combined company in challenging the incumbents in the markets through a more competitive customer offering, with continued improvement in prices, expanded product offering and superior customer journey. A combination will bring together two leading businesses with distinct strengths, creating a leading specialist lender in the Nordics.
Jacob Lundblad, CEO, Nordax, comments: “We are deeply impressed with the significant achievement of Bank Norwegian management and employees in developing the company to its current position as a leader in the Nordic consumer finance market. Bank Norwegian has a solid track record of profitable growth, proven scalability of its platform, and resilience in the face of Covid-19 and the current macroeconomic environment. Our interest in Bank Norwegian is driven by our conviction that the transaction will lead to long-term sustainable growth for the combined bank, backed by our supportive owners.”
The Offer is expected to be launched in due course following Nordax having received access to and completed a due diligence of NFH, including Bank Norwegian, to its satisfaction. The aim is to announce the result of the Offer and fulfil or waive the conditions to the Offer during the first half of 2021.
For more details about the Offer, please see Nordax's formal announcement, available at: www.collaborate-to-scale.com.
For further information, please contact:
Patrick MacArthur, CFO, Nordax
+46 760 32 69 70
Oscar Karlsson, Brunswick Group
+46 709 62 78 42
This information is information that Nordax Bank AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 08.00 CET on 4 March 2021.
Nordax Bank is a leading specialist bank in Northern Europe owned by Nordic Capital Fund VIII and Sampo. We currently have around 255,000 private customers in Sweden, Norway, Finland, Denmark and Germany. We are a specialist bank that through responsible lending helps people make informed decisions for a life they can afford. We are a flexible complement to the major banks. Instead of quantity, we have specialised in a few selected products that we know best: personal loans, mortgages, equity release products and savings accounts. Since 2019, Svensk Hypotekspension, which is a specialist in equity release products, is a wholly owned subsidiary of Nordax Bank. Nordax has around 350 employees, practically all of whom work from a central office in Stockholm. The credit assessment process is one of Nordax’s core competencies. It is thorough, sound and data driven. Nordax’s customers are financially stable. As of 31 December 2020, lending to the public amounted to SEK 27.7 billion and deposits amounted to SEK 24.2 billion. Read more about Nordax on http://www.nordaxgroup.com.
This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. The Offer, if any, will be only be made on the basis of an offer document approved by the Oslo Stock Exchange, and can only be accepted pursuant to the terms of such offer document. The Offer will not be made in any jurisdiction in which making of the Offer would not be in compliance with the laws of such jurisdiction or would require that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Norwegian law and regulations. This press release and any related Offer documentation are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country – any such action will not be permitted or sanctioned by Nordax. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
Statements in this press release relating to future status and circumstances, including whether Nordax makes the Offer or closes the Offer, statements regarding future performance, growth and other projections as well as benefits of the intended Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Nordax. Any such forward-looking statements speak only as of the date on which they were made and Nordax has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.
1 “Nordic Capital Fund VIII” or “Nordic Capital” refers to Nordic Capital VIII Limited, acting in its capacity as General Partner of Nordic Capital VIII Alpha, L.P. and Nordic Capital VIII Beta, L.P., together with any, or all, of its associated and predecessor and successor funds and vehicles.
2 The shares in NFH are owned by Cidron Xingu Limited, a company indirectly owned by Nordic Capital Fund IX. “Nordic Capital Fund IX” or “Nordic Capital” refers to Nordic Capital IX Limited, acting in its capacity as General Partner of Nordic Capital IX Alpha, L.P. and Nordic Capital IX Beta, L.P., together with any, or all, of its associated and predecessor and successor funds and vehicles.
3 All numbers are based on Nordax owning 100% of the shares in NFH post the transaction.