SBB withdraws from Entra ASA offer due to due diligence process
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Press release
Stockholm / Oslo, 9 December 2020
SBB withdraws from Entra ASA offer due to due diligence process
SBB announced the launch of the voluntary tender offer (the "Offer") to acquire all outstanding shares in Entra ASA ("Entra") on 27 November 2020.
SBB has since the Offer was made undertaken work in relation to the closing conditions set out in the Offer.
Entra has today announced in a press release a significant increased valuation. The updated valuation increases the value of Entra's property portfolio by 8.1 percent to NOK 56.5 billion, from NOK 51.8 billion as presented in the third quarter report. This represents a value improvement of NOK 23 per share compared to book values as of 30.9.20, adjusted for minority interests and investments in the period. Entra's EPRA NRV was NOK 162 per share as of 30.9.20. The net yield on Entra's portfolio with the updated valuation is around 4.5%.
The rationale for the value increase is mainly attributed to lower yields in the transaction market. SBB would like to point out that there has been only a limited number of relevant transactions, and that these transactions include fair value adjustments of amongst other deferred tax and financial derivatives – corresponding to the EPRA NNNAV methodology reported in Q3 2020 at NOK 147 per share.
The updated valuation is not in line with past practice and, in SBB's view, not in line with the Norwegian market development in general. The new information submitted creates uncertainty in terms of historical reporting of Entra. This historical reporting forms the basis for SBB's bid and SBB does not longer have sufficient comfort to rely on historical reporting from Entra.
SBB would like to stress that it has not been granted access to detailed information in connection with the due diligence as Entra has restricted access with reference to SBB being a competitor in the Norwegian market (SBB's Norwegian portfolio consists mainly of kinder gardens, elderly care, LSS and locations where Entra is not present). Thus, SBB has not received a fair treatment and opportunity to satisfy the due diligence requirements.Based on the above, SBB regrets to inform that the due diligence condition to the Offer will not be satisfied or waived and the Offer will thus lapse.
Invitation to conference call
SBB will hold a conference call today 9 December 2020 at 12.30 CET.
The conference call will be held in English and will be concluded with a Q&A session. Questions can be asked on the call or in written form through the webcast. No pre-registration is needed.
Journalists are invited to follow the press conference at SBB’s office on Strandvägen 1 in Stockholm, with the possibility for interviews afterwards.
Webcast link: https://tv.streamfabriken.com/press-conference-9-dec
To participate via telephone please dial-in on the numbers below.
SE: +46 8 566 42 692
UK: +44 3333 00 9270
US: +1 833 249 8403
NO: +47 235 00 236
After the presentation a recording of the conference call will be available on the webcast link.
For further information, please contact:
Marika Dimming, Investor Relations at SBB
Phone: +46 702 51 66 89
E-mail: ir@sbbnorden.se
This is information that Samhällsbyggnadsbolaget i Norden AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation.
The information was sent for publication, through the agency of the contact person set out above, on 9 December 2020, at 12:15 p.m. (CET).
About SBB:
SBB was established in March 2016, and is the leading Nordic social infrastructure property company. It has a portfolio across Sweden, Norway, Finland and Denmark with a gross asset value of SEK 81 billion as of 30 September 2020. SBB generates most of its income from the management of its social infrastructure property portfolio, which includes (i) community services properties, such as elderly care homes, schools and group housing, in Sweden, Norway, Finland and Denmark and (ii) rent- regulated residential properties in Sweden. SBB also generates additional income streams from property renovations, property development activities and real estate transactions. SBB's business model is to acquire and manage properties and deploy permanent capital to effectively generate sustainable and steady risk-adjusted returns. As of 30 September 2020, community services properties and rent-regulated residential properties accounted for approximately 78% and 16% of the SBB Group's total portfolio by gross asset value, respectively. SBB has built its business based on strong and difficult to replicate relationships with municipalities. SBB takes its responsibilities to the community very seriously by also developing building rights for social infrastructure. SBB’s series B shares (ticker SBB B) and D shares (ticker SBB D) are listed on Nasdaq Stockholm, Large Cap. SBB’s preference shares (ticker SBB PREF) are listed on Nasdaq First North Premier Growth Market. Certified Adviser is Erik Penser Bank (contact: certifiedadviser@penser.se / +46 84638300). Please see www.sbbnorden.se for further information about SBB.
IMPORTANT INFORMATION:
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of SBB. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This announcement is only being distributed to and is only directed at (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth companies and other persons falling within Article 49(2)(a) to (d) of the Order; or (iii) persons to whom distributions may otherwise lawfully be made..
This publication may contain specific forward-looking statements, e.g. statements including terms like "believe," "assume," "expect," "forecast," "project," "may," "could," "might," "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of SBB and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward- looking statements. SBB assumes no responsibility to up-date forward-looking statements or to adapt them to future events or developments.
Goldman Sachs International is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Citigroup Global Markets Europe AG is authorised by the German Federal Financial Supervisory Authority (BaFin) and Bundesbank. Arctic Securities AS, Goldman Sachs International and Citigroup Global Markets Europe AG are acting exclusively for SBB and no one else in connection with the transaction and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the transaction and will not be responsible to anyone other than SBB for providing the protections afforded to Arctic Securities AS', Goldman Sachs International's or Citigroup Global Markets Europe AG’s clients respectively nor for giving advice in relation to the transaction or any other arrangement referred to in this announcement.
