NOT FOR DISTRIBUTION IN OR INTOAUSTRALIA ,CANADA ANDJAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE PRIOR APPROVAL Reference is made to the offer document dated5 August 2021 (the "Offer Document") for the recommended voluntary offer byNordax Bank AB (publ) ("Nordax" or the "Offeror") to acquire all outstanding shares (the "Shares") inBank Norwegian ASA (the "Company") against a consideration in cash ofNOK 105 per Share (subject to adjustment as set out in the Offer Document) (the "Offer Price ") (the "Offer"). The Offer Price is Nordax' best and final. Reference is further made to the announcement dated24 September 2021 in which the Offeror announced an extension of the offer period for the Offer (the "Offer Period") until 16.30 hours (Norwegian time) on1 October 2021 . The Offer Period will expire on 1 October at 16:30 (Norwegian time), subject to extensions at the sole discretion of the Offeror. Shareholders who want to accept the Offer must fill out and return the acceptance form which is included in the Offer Document, prior to the expiry of the Offer Period. The completion of the Offer remains subject to fulfilment or waiver by the Offeror (in its sole discretion) of the closing conditions set out in the Offer Document, other than the Minimum Acceptance condition as fulfilled on8 September 2021 , including the receipt of regulatory approvals, as further set out in section 1.19 (Regulatory Approvals) in the Offer Document. As of the date hereof, the Offer has been cleared by theNorwegian Competition Authority and theNorwegian Financial Supervisory Authority has provided regulatory approval pursuant to Norwegian law. Relevant regulatory approvals by theSwedish Financial Supervisory Authority remain outstanding, as expected at this time in the application processes. None of the conditions that refer to events that shall not occur have, to the Offeror's knowledge, occurred. The complete terms and conditions for the Offer, including procedures for how to accept the Offer and detailed information regarding settlement, are set out in the Offer Document. The Offer Document is, subject to regulatory restrictions in certain jurisdictions, available at 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, 0191Oslo, Norway . For further information on the Offer, visit www.collaborate-to-scale.com. AdvisorsABG 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 andAdvokatfirmaet Wiersholm AS is acting as Norwegian legal counsel to Nordax. AboutNordax Nordax Bank AB (publ) is a leading specialist bank inNorthern Europe owned by Nordic Capital Fund VIII and Sampo. Nordax has around 287,000 private customers inSweden ,Norway ,Finland ,Denmark andGermany . 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 inStockholm . 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 of30 June 2021 , lending to the public amounted toSEK 30.1 billion and deposits amounted toSEK 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 toU.S. HoldersU.S. Holders (as defined below) are advised that the shares in BANO (the "Shares") are not listed on aU.S. securities exchange and that the Company is not subject to the periodic reporting requirements of theU.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 theU.S. Securities and Exchange Commission (the "SEC ") thereunder. The Offer is made to holders of Shares resident inthe 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 toU.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 is made by the Offeror and no one else. The Offer is made toU.S. Holders pursuant to Section 14(e) and Regulation 14E under theU.S. Exchange Act as a "Tier II" tender offer, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer is 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 underU.S. domestic tender offer procedures and law. Pursuant to an exemption from Rule 14e-5 under theU.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 outsidethe 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 inNorway , such information will be disclosed by means of an English language press release via an electronically operated information distribution system inthe United States or other means reasonably calculated to informU.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 theSEC nor any securities supervisory authority of any state or other jurisdiction inthe 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 theSEC or any securities supervisory authority inthe United States . Any representation to the contrary is a criminal offence inthe 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.
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