MeritanNordbanken Group to adopt one-holding-company

MeritaNordbanken Group to adopt one-holding-company structure The acceptance period for its Exchange Offer to shareholders of Merita Plc having expired on January 20, 2000, Nordbanken Holding AB (publ) announces that the Exchange Offer will be completed. As a result, the MeritaNordbanken Group structure will be streamlined, with Group ownership concentrated in a single listed holding company. " The one-holding-company structure is an important step to allow the Group to realise its pan-Nordic targets and to participate pro-actively in future industry consolidation", says Vesa Vainio, Deputy Chairman of the Board of Directors of the MeritaNordbanken Group. Trading in Merita exchanged shares on the Helsinki Exchanges ends today. The Group holding company, Nordbanken Holding, will adopt a new interim name, which, after due registration, will be Nordic Baltic Holding (NBH) AB (publ), and its subscription receipts will be quoted on the pre-list of the Helsinki Exchanges as of Monday, January 24, 2000. The Exchange Offer for Merita shares was accepted by shareholders representing 95.9 per cent of the total number of shares. The Exchange Offer for Merita convertible bonds was accepted by bondholders representing 91.2 per cent of the total principal amount of the convertible bonds outstanding. Nordic Baltic Holding will be one of the largest listed companies in the Nordic countries, with a market capitalization of approximately EUR 12.2 billion. The combined market value will have an impact on a number of domestic and international share indices. The company's shares are quoted on the Stockholm Stock Exchange, and the company has today filed an application for the listing of its shares, subscription receipts and convertible bonds on the Helsinki Exchanges. "A more simple ownership structure based on a single share will be stronger on the markets. The share price differential due to the holding company structure will disappear, and it will be easier to raise new capital. A single share will also be more transparent for the financial markets, and trading in a single share should improve liquidity", says Hans Dalborg, Group Chief Executive Officer. Not to be distributed in the USA, Australia, Canada and Japan. Redemption of the shares and convertible bonds not exchanged For the completion of the Exchange Offer for Merita shares, Nordbanken Holding will launch a redemption offer for the remaining Merita shares in accordance with the Finnish Securities Market Act and a redemption claim pursuant to the Finnish Companies Act. Having acquired more than two thirds (2/3) of the votes carried by Merita shares, Nordbanken Holding will make a redemption offer in accordance with the Finnish Securities Market Act for those shares and convertible bonds in Merita the holders of which have not accepted the Exchange Offer. The redemption price determined in accordance with the law is EUR 5.77 per share, based on the average price paid for shares of Nordbanken Holding in public trading during the past 12 months, weighted by trading volumes and multiplied by the exchange ratio (1.02) applied in the Exhange Offer. The price thus payable is higher than the value of the Merita share calculated for the corresponding period. The redemption offer will enter into force on February 1 and expire on February 29, 2000. The redemption price for the convertible bonds, determined in accordance with the law, is 104.2 per cent of the nominal value of the bond, which is FIM 10,000 (EUR 1,681.88). The determination of the redemption price takes into account the impact of the redemption procedure commencing in respect of Merita shares. Convertibility will be eliminated as a result of the planned merger of Merita Plc. Pursuant to the Finnish Companies Act, Nordbanken Holding will also make a redemption claim for the remaining shares in Merita. The redemption price and redemption period determined in the redemption claim are the same as those in the redemption offer. Should a shareholder not accept the redemption claim, the redemption price will be determined by arbitration in accordance with the provisions of the Finnish Companies Act. Trading in Merita shares will continue until Nordbanken Holding has become the owner of all Merita shares. This is expected to take place by the end of March. Further information: Eira Palin-Lehtinen, Executive Vice President, Tel. +358 9 165 42815, +358 50 1658 Björn Westberg, Senior Vice President, Investor Relations, Tel. +46 70 590 5552 Maija Tommila, Senior Vice President, Corporate Communications, Tel. +358 9 165 42656, +358 50 66838 Taina Mäkijärvi, Vice President, Investor Relations, Tel. +358 9 165 43041, +358 50 61707 Lauri Peltola, Press Relations Manager, Corporate Communications, Tel. +358 9 165 42324, +358 50 324 1445 Appendix 1: Timetable Appendix 2: Board of Directors' discussion of the outlook, submitted in connection with the application for a listing on the Helsinki Exchanges. Appendix 1 Timetable January 21 Trading in Merita exchanged shares on the Helsinki Exchanges ends. The amendments to the Articles of Association approved by the Extraordinary General Meeting of Merita Plc on November 23, 1999 are entered in the Finnish Trade Register. January 22-23Subscription receipts of Nordbanken Holding are entered into the book-entry accounts of the holders of Merita exchanged shares. Each one (1) Merita exchanged share will be replaced by one (1) Nordbanken Holding subscription receipt. January 24 Trading in Nordbanken Holding subscription receipts begins. January 28 The amendments to the Articles of Association approved by the Extraordinary General Meeting of Nordbanken Holding on November 19, 1999 are scheduled to be registered. The company adopts an interim name, Nordic Baltic Holding. January 29-30 Shares of Nordbanken Holding in the form of Finnish Depository Receipts (FDRs) are entered into the book-entry accounts of the holders of Nordbanken Holding subscription receipts. For each one (1) Nordbanken Holding subscription receipt, 1.02 shares in Nordbanken Holding will be received. January 31 Quotation of the shares of Nordbanken Holding commences on the main list of the Helsinki Exchanges. Settlement of trades takes place in FDR form. De-listing of Nordbanken Holding subscription receipts. If they wish, holders of FDRs may convert their holdings into shares of Nordic Baltic Holding, quoted on the Stockholm Stock Exchange. Fractional entitlements to shares of Nordbanken Holding are intended to be sold on behalf of the holders without delay after the new shares of Nordbanken Holding have become subject to public trading on the Stockholm Stock Exchange. The cash consideration for the fractional entitlements will be paid within 30 banking days after the sale. February 1-29Nordbanken Holding's redemption offer and redemption claim remain valid until the end of February. Merita shareholders will receive notice of redemption prior to the commencement of the redemption period. Copies of the redemption offer document published in accordance with the Finnish Securities Market Act will be available at all Merita Bank branches as of February 1, 2000. February 21 Convertible bonds issued by Nordbanken Holding are intended to be delivered to holders, and their listing is scheduled to begin. Appendix 2 BOARD OF DIRECTORS' DISCUSSION OF THE OUTLOOK FOR THE CURRENT AND NEXT ACCOUNTING PERIOD SUBMITTED IN CONNECTION WITH NORDBANKEN HOLDING AB (PUBL)'S APPLICATION FOR A LISTING ON THE HELSINKI EXCHANGES In section XII of the Offering Document concerning the Exchange Offers and the Listing Particulars of Shares and Convertible Bonds of Nordbanken Holding AB (publ), dated November 14, 1999 and published on November 19, 1999, Nordbanken Holding AB (publ) discussed the developments and outlook during the past financial year. As for the outlook for the current financial year, we refer to the information provided in the Offering Document/Listing Particulars. Furthermore, it is to be noted that on December 22, 1999 MeritaNordbanken Plc extended the acceptance period for its offer to purchase all the shares in Christiania Bank og Kreditkasse ASA so as to expire on January 31, 2000 at 5.00 p.m. Given the continuation of favourable economic developments in Finland and Sweden this year and next, the business operations and result of the MeritaNordbanken Group, excluding items of a non-recurring nature, are expected to show a stable trend. Helsinki, January 21, 2000 NORDBANKEN HOLDING AB (PUBL) Board of Directors (Translation of the original Swedish-language document) ------------------------------------------------------------ Please visit http://www.bit.se for further information The following files are available for download: http://www.bit.se/bitonline/2000/01/21/20000121BIT00380/bit0001.doc http://www.bit.se/bitonline/2000/01/21/20000121BIT00380/bit0002.pdf