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    NOFI   NO0011002511

BANK NORWEGIAN ASA

(NOFI)
End-of-day quote. End-of-day quote Oslo Bors - 11/03
104.6 NOK   -0.10%
11/16Tap issue in NOK senior unsecured bond
AQ
11/10Bank Norwegian ASA - Delisting
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11/09Klara-Lise Aasen appointed CEO of Bank Norwegian
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SummaryMost relevantAll NewsOther languagesPress ReleasesOfficial PublicationsSector news

Bank Norwegian : Nordax starts the offer period for recommended cash offer of NOK 105 per share in Bank Norwegian ASA

08/05/2021 | 10:19am EST
NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA AND JAPAN OR ANY OTHER
JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE
PRIOR APPROVAL

Oslo/Stockholm, 5 August 2021

Reference is made to the announcement on 14 July 2021, where it was announced
that Nordax Bank AB (publ) ("Nordax" or the "Offeror") had reached an agreement
with Norwegian Finans Holding ASA ("NFH"), the predecessor of Bank Norwegian ASA
("Bank Norwegian" or "BANO"), to launch a voluntary cash offer to acquire the
entire outstanding share capital in Bank Norwegian (the "Offer"). The Offer is
recommended by the Board of Directors of Bank Norwegian. 

Jacob Lundblad, CEO, Nordax, comments: "Following the board recommendation, we
have good momentum toward creating the leading niche bank in Northern Europe.
And starting tomorrow, we are reaching the next milestone when shareholders can
start tendering their Bank Norwegian shares."

For further information, please see www.collaborate-to-scale.com. 

A cash consideration of NOK 105 (the "Offer Price") will be offered per share in
BANO, which implies a total consideration for all the shares of approximately
NOK 19.6 billion. 

The offer document for the Offer prepared by Nordax and dated 5 August 2021 (the
"Offer Document") was approved by the Oslo Stock Exchange in its capacity as
take-over supervisory authority today. The Offer Document will be sent to all
shareholders in the Company as registered in the Company's shareholder register
in Euronext VPS as of the date of the Offer Document, in jurisdictions where the
Offer Document may be lawfully distributed.

The offer period will commence on 6 August 2021 and expire at 16:30 hours
Norwegian time on 6 September 2021, subject to extensions at the sole discretion
of Nordax. The terms and conditions of the Offer, including procedures for how
to accept the Offer, are set out in the Offer Document.

Key Terms of the recommended Offer
 
o	Offer Price: NOK 105 per BANO share in cash consideration, subject to
adjustment pursuant to the terms and conditions of the Offer
o	Offer Period: From and including 6 August 2021 to 16:30 hours Norwegian time
on 6 September 2021, subject to extensions at the sole discretion of Nordax. The
Offer Period will in no event be extended beyond 15 October 2021
o	Receiving agent: DNB Bank ASA, Registrars Department

The Offer Price is Nordax' best and final, representing a premium of[1]:   

o	37.2% to the closing price of the NFH share on Oslo Børs on 3 March 2021 of
NOK 76.55, the day before Nordax published its intention to launch an offer
o	47.7% to the volume weighted average share price of the NFH share between 17
February 2021, the day NFH published its report for the fourth quarter of 2020,
and 3 March 2021
o	51.1% to the volume weighted average share price of the NFH share for the
three months ending on 3 March 2021
o	57.3% to the volume weighted average share price of the NFH share for the six
months ending on 3 March 2021

The Offer Price will be reduced by the amount of any dividend or other
distributions made by BANO. 
The Offer is supported by Nordic Capital Fund VIII[2], Nordic Capital Fund IX[3]
and Sampo Oyj. Nordic Capital Fund IX and Sampo Oyj, owning 16.40% and 6.33%
respectively of the shares in BANO, have entered into conditional agreements to
contribute their existing shares in BANO to Nordax in exchange for shares in
Nordax. The agreements are conditional upon a successful completion of the
Offer.

The Offer will be subject to fulfilment or waiver by Nordax of customary
conditions as set out in the Offer Document. The Offeror has sent applications
for approval of the Offer to the Norwegian Financial Supervisory Authority and
the Swedish Financial Supervisory Authority on 4 June 2021. The Offer has been
cleared by the Norwegian Competition Authority. The Offer will not be subject to
any financing condition. Nordax has completed its due diligence of BANO. 

The Offer Document is, subject to regulatory restrictions in certain
jurisdictions, available at the following webpages: www.abgsc.com and
www.dnb.no/emisjoner.

Subject to regulatory restrictions in certain jurisdictions, the Offer Document
may also be obtained free of charge during ordinary business hours at the
offices of the receiving agent, DNB Bank ASA, Registrars Department, Dronning
Eufemias gate 30, 0191 Oslo, Norway.

Advisors

ABG Sundal Collier, DNB Markets, Goldman Sachs International and Melesio are
acting as financial advisors to Nordax in the process. FCG Risk & Compliance AB
is acting as advisor on governance, risk and compliance to Nordax. Advokatfirman
Cederquist KB is acting as Swedish legal counsel and Advokatfirmaet Wiersholm AS
is acting as Norwegian legal counsel to Nordax. 

Media relations

Peter Lindell, Brunswick Group
plindell@brunswickgroup.com

+46 761 28 03 03

About Nordax

Nordax Bank AB (publ) is a leading specialist bank in Northern Europe owned by
Nordic Capital Fund VIII and Sampo. Nordax has around 287,000 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. 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 30 June 2021,
lending to the public amounted to SEK 30.1 billion and deposits amounted to SEK
28.4 billion. 

Read more about Nordax on http://www.nordaxgroup.com. 

Important notice

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 will only be
made on the basis of the Offer Document, and can only be accepted pursuant to
the terms of the 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.

Notice to U.S. Holders

U.S. Holders (as defined below) are advised that the shares in BANO (the
"Shares") are not listed on a U.S. securities exchange and that the Company is
not subject to the periodic reporting requirements of the U.S. Securities
Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and is not required
to, and does not, file any reports with the U.S. Securities and Exchange
Commission (the "SEC") thereunder.

The Offer will be made to holders of Shares resident in the United States ("U.S.
Holders") on the same terms and conditions as those made to all other holders of
Shares of the Company to whom an offer is made. Any information documents,
including the Offer Document, will be disseminated to U.S. Holders on a basis
comparable to the method that such documents are provided to the Company's other
shareholders to whom an offer is made. The Offer will be made by the Offeror and
no one else.

The Offer will be made to U.S. Holders pursuant to Section 14(e) and Regulation
14E under the U.S. Exchange Act as a "Tier II" tender offer, and otherwise in
accordance with the requirements of Norwegian law. Accordingly, the Offer will
be subject to disclosure and other procedural requirements, including with
respect to the offer timetable, settlement procedures and timing of payments,
that are different from those that would be applicable under U.S. domestic
tender offer procedures and law.

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the
Offeror and its affiliates or brokers (acting as agents for the Offeror or its
affiliates, as applicable) may from time to time, and other than pursuant to the
Offer, directly or indirectly, purchase or arrange to purchase, Shares or any
securities that are convertible into, exchangeable for or exercisable for such
Shares outside the United States during the period in which the Offer remains
open for acceptance, so long as those acquisitions or arrangements comply with
applicable Norwegian law and practice and the provisions of such exemption. To
the extent information about such purchases or arrangements to purchase is made
public in Norway, such information will be disclosed by means of an English
language press release via an electronically operated information distribution
system in the United States or other means reasonably calculated to inform U.S.
Holders of such information. In addition, the financial advisors to the Offeror
may also engage in ordinary course trading activities in securities of the
Company, which may include purchases or arrangements to purchase such
securities.

Neither the SEC nor any securities supervisory authority of any state or other
jurisdiction in the United States has approved or disapproved the Offer or
reviewed it for its fairness, nor have the contents of the Offer Document or any
other documentation relating to the Offer been reviewed for accuracy,
completeness or fairness by the SEC or any securities supervisory authority in
the United States. Any representation to the contrary is a criminal offence in
the United States.

Forward-looking information 

Statements in this press release relating to future status and circumstances,
including statements regarding future performance, growth and other projections
and whether the Offer will be completed, 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 Each reference share price adjusted for the dividend of NOK 5 distributed on 6
May 2021 to registered shareholders as of 27 April 2021.
2 "Nordic Capital Fund VIII" 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.
3 "Nordic Capital Fund IX" 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. (Nordic Capital Fund VIII and/or Nordic Capital Fund IX together
with any, or all, of their associated and predecessor and successor funds and
vehicles, collectively "Nordic Capital").

Click here for more information

© Oslo Bors ASA, source Oslo Stock Exchange

Stocks mentioned in the article
ChangeLast1st jan.
BANK NORWEGIAN ASA -0.10% 104.6 End-of-day quote.42.99%
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Financials
Sales 2020 3 816 M 416 M 416 M
Net income 2020 2 240 M 244 M 244 M
Net Debt 2020 5 111 M 557 M 557 M
P/E ratio 2020 -
Yield 2020 -
Capitalization 19 550 M 2 243 M 2 130 M
EV / Sales 2019 -
EV / Sales 2020 -
Nbr of Employees 95
Free-Float 72,5%
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Managers and Directors
Klara-Lise Aasen President, Chief Executive & Financial Officer
Hans Torsten Georg Larsson Chairman
Karstein Holen Chief Information Officer
Tore Andresen Chief Operating Officer
Frode Bergland Bj°rnstad Chief Legal & Compliance Officer