Reminder of the expiration of the offer period for
NOT FOR DISTRIBUTION, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN CANADA, CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE IS ILLEGAL
Oslo, May 21, 2021
Reference is made to the offer document dated April 23, 2021 (the “Offer Document”) for the voluntary offer recommended by DNB Bank ASA (the “Offeror”) to acquire all of the outstanding shares (the “Shares”) of Sbanken ASA (the “Company”) which is not yet owned by the Offeror for a cash consideration of NOK 103.85 per share (subject to adjustment as stated in the document of Offer) (the “Offer”).
The offer period for the offer will expire on May 24, 2019 at 4:30 pm (CEST), subject to extensions at the sole discretion of the Offeror (the “Offer Period”).
Completion of the Offer remains subject to execution or waiver by the Offeror (in its sole discretion) of the closing conditions set out in the Offer Document, including, but not limited to, receipt of an Acceptance valid of the offer to the extent that the initiator becomes the owner of Shares representing more than 90% of the issued and outstanding shares and voting rights of the Company on a fully diluted basis.
Shareholders who wish to accept the Offer must complete and return the acceptance form which is included in the Offer Document, before the expiration of the Offer Period.
The Offer Document is, subject to regulatory restrictions in certain jurisdictions, available at www.dnb.no/emisjoner. Subject to regulatory restrictions in certain jurisdictions, the Offer Document may also be obtained free of charge during normal business hours at the offices of the receiving agent, DNB Bank ASA, Registrars Department, Dronning Eufemias gate 30, 0191 Oslo, Norway.
DNB Markets, which is part of DNB Bank ASA, acts as financial advisor to the offeror. Advokatfirmaet BAHR AS is the offeror’s legal advisor in connection with the offer. Arctic Securities AS is acting as financial advisor and Advokatfirmaet Thommessen AS is legal adviser to the Company in connection with the Offer.
For more information, please contact the following people from the Offeror:
Rune Helland, Head of Investor Relations, +47 97 71 32 50
Thomas Midteide, GEVP Communications & Sustainable Development: +47 96 23 20 17
The following people from the Company may also be contacted in connection with the Offer:
Jesper M. Hatletveit, Head of Investor Relations, +47 95 94 00 45
Henning Nordgulen, CFO, +47 95 26 59 90
Kristian K. Fredheim, Head of Communications, +47 92 44 74 07
This information is subject to disclosure obligations in accordance with section 5-12 of the Norwegian Securities Law.
The Offer and the distribution of this announcement and other information relating to the Offer may be restricted by law in certain jurisdictions. Once published, the Offer Document and associated acceptance forms will not and may not be distributed, transmitted or transmitted in or in any jurisdiction where applicable law prohibits it, including without limitation , Canada, Australia, New Zealand, South Africa, Hong Kong and Japan. The Offeror assumes no responsibility for any violation by any person of these restrictions. Persons in possession of this advertisement or such other information are required to inform themselves and to observe these restrictions.
This announcement is not a public tender offer document and, as such, does not constitute an offer or the solicitation of an offer to acquire the Shares. Investors can only accept the offer on the basis of the information provided in the offer document. Offers will not be made directly or indirectly in any jurisdiction where an offer or participation is prohibited by applicable law or where any tender or registration document or other requirements would apply in addition. of those undertaken in Norway.
Notice to U.S. Holders
US Holders (as defined below) are advised that the Shares are not listed on a US Stock Exchange and that the Company is not subject to the periodic reporting obligations of the US Securities Exchange Act of 1934, such as (the “US Exchange Act”)), and is not required to file and does not file any report with the United States Securities and Exchange Commission (the “SEC”) hereunder. The Offer will be made to holders of Shares resident in the United States (“US Holders”) on the same terms as those made to all other holders of Shares of the Company to whom an offer is made. All information documents, including the Offer Document, will be distributed to US Holders on a basis comparable to the method by which such documents are provided to other shareholders of the Company to whom an offer is made. The offer will be made by the offeror and no one else.
The Offer will be made to US Holders in accordance with Section 14 (e) and Regulation 14E of the US Foreign Exchange Act as a “Tier II” takeover bid, and otherwise in accordance with the requirements of the Norwegian law. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to the timing of the offer, settlement procedures and payment schedule, which are different from those which would be applicable. under United States take-over bid procedures and law.
Pursuant to an exemption from Rule 14e-5 under U.S. Stock Exchange Act, the Offeror and its affiliates or brokers (acting as agents of the Offeror or its affiliates, as the case may be) may from time to time, and other than by virtue of the offer, directly or indirectly, to purchase or arrange to purchase, Shares or securities which are convertible into, exchangeable or exercisable for such Shares outside the United States during the period in which the Offer remains open for acceptance, as long as such acquisitions or arrangements comply in accordance with applicable Norwegian law and practice and the provisions of this exemption. To the extent that information on such purchases or purchasing arrangements is made public in Norway, such information will be disclosed by way of an English press release via an information distribution system operated electronically in the United States or by other reasonably calculated means to notify US Holders. of this information. In addition, the offeror’s financial advisors may also engage in trading activities in the normal course of business in securities of the Company, which may include purchases or arrangements to purchase such securities.
Neither the SEC nor any securities supervisor of any state or other jurisdiction in the United States has approved or disapproved of the Offer or reviewed it for its fairness, and the contents of the document offer or any other documentation relating to the offer has not been reviewed for accuracy, completeness or fairness by the SEC or any securities supervisor in the United States . Any representation to the contrary is a criminal offense in the United States.