Nordax Bank AB (publ) intends to launch a tender offer to acquire 77.3% in Norwegian Finans Holding ASA (OB:NOFI) from shareholders for NOK 13.7 billion on March 4, 2021. Nordax intends to acquire the shares at NOK 95 per share in cash. The Offer price will be reduced by the amount of any dividend or other distributions made by Norwegian Finans Holding ASA (NFH). Nordic Capital Fund IX and Sampo Oyj, owning 16.40% and 6.33% respectively of the shares in NFH have separately entered into conditional agreements to contribute their existing shares in NFH (the “Contributed Shares”) to Nordax in exchange for shares in Nordax. The combined consideration of offer and agreements is NOK 17.8 billion. The Offer will be financed through a combination of equity, debt and cash on balance sheet. Nordic Capital Fund IX and co-investors will contribute significant new equity to Nordax. In addition, third parties have committed to provide hybrid financing. As of May 3, 2021, Nordax Bank AB (publ) offered a cash consideration of NOK 100 per share and deal value of NOK 14.4 billion. As of July 14, 2021, Nordax Bank AB (publ) offered a cash consideration of NOK 105 per share and deal value of NOK 15.2 billion. Nordax does not have any intention to propose or implement any amendments to the management and workforce following a successful completion of the Offer. The Offer will not be subject to any financing condition. Launch of the Offer will be subject to Nordax receiving access to and having completed a due diligence review of NFH, including its subsidiary Bank Norwegian AS to its satisfaction. Completion of the Offer will be subject to minimum acceptance level of at least 50.1% of NFH's outstanding shares (including the 22.72% Contributed Shares), that all consents and approvals required from applicable financial regulatory and competition authorities in connection with the Offer have been obtained on terms satisfactory to Nordax, a recommendation from the Board of Directors of NFH and that no material adverse change has occurred.  It is expected that the results of the offer will be announced during the first half of 2021. On March 16, 2021 the Board of Directors of Norwegian Finans Holding ASA and Bank Norwegian AS decided, in respective board meetings, to present for the Annual General Meetings the approval of a merger plan of the companies. The Annual General Meeting in Norwegian Finans Holding ASA and Bank Norwegian AS will be held at April 27, 2021. On March 9, 2021, the Board of Directors of NFH announced that the Offer does not form a basis for commencement of a process. Consequently, there is no basis for launching the Offer as presented, and Nordax and its owners are evaluating all options. As of April 28, 2021, the Boards of Directors of Norwegian Finans Holding and Bank Norwegian ASA (Bank Norwegian) have agreed upon the combination of the two companies through a merger whereas shareholders of Norwegian Finans Holding will receive one (1) new share of the Bank Norwegian for every one (1) share held in Norwegian Finans Holding. The merger plan was approved at the Annual General Meeting (AGM) held on April 27, 2021. As of May 11, 2021, Extraordinary General Meeting of shareholders of Norwegian Finans Holding ASA will held on June 4, 2021, to re-approve the merger plan. The merger is expected to be completed on June 15, 2021. As of May 18, 2021, the transaction is expected to be completed on June 15, 2021. As of July 14, 2021,The offer document for the Offer is expected to be approved during the week of August 2, 2021, with the acceptance period commencing thereafter. Barring unforeseen circumstances, it is expected that the Offer will be completed in the second half of 2021, following receipt of regulatory approvals. As on August 5, 2021, the offer has been approved by Oslo Børs. As on September 3, 2021, Norwegian Financial Supervisory Authority and Norwegian Competition Authority approved the transaction. As of September 6, 2021, the minimum tender is partially waived by the Offeror, down to an acceptance level of 2/3 of the issued and outstanding share capital. As a consequence of the extension, the settlement of the Offer may be postponed correspondingly. The offeror maintains its right to further extend the Offer Period on the terms and conditions set out in the Offer Document, but not beyond October 15, 2021. Compulsory acquisition by offeror to be effective if and following the offeror becoming owner of more than 90% of all target’s shares. Acceptances of the Offer already received will remain binding and there is no need for shareholders that have already accepted the Offer to take any further action to confirm their acceptances or otherwise. As of September 8, 2021, Nordax Bank AB received 66.67% of the outstanding shares acceptance thus satisfying minimum acceptance condition. As of September 8, 2021, the Norwegian Competition Authority and the Norwegian Financial Supervisory Authority has provided regulatory approval pursuant to Norwegian law. As of September 27, 2021, Nordax Bank received acceptance of 52.4% stake. As of September 30, 2021, the Swedish Financial Supervisory Authority has approved the transaction. The offer period starts from August 6, 2021 to September 6, 2021. As of September 6, 2021, offer period was extended to September 24, 2021. As of September 24, 2021, offer period was extended to October 1, 2021. As of October 1, 2021, offer period was extended to October 8, 2021. The Offeror maintains its right to further extend the offer period, but not beyond October 15, 2021. As of October 8, 2021, Nordax Bank AB (publ) announced the last and final extension of the offer period. As of October 15, 2021, Nordax Bank received acceptance of 69.63% stake. The final result of the Offer will be announced once confirmed. Settlement of the Offer shall take place no later than on November 4, 2021, subject to the remaining closing conditions. Nordax Bank AB to issue new additional tier 1 and subordinated tier 2 bonds for a combined maximum targeted amount of about NOK 1.58 billion (SEK 1.63 billion) in order to partly fund its impending acquisition of Bank Norwegian ASA. A consortium of ABG Sundal Collier, Carnegie and Nordea will arrange the bond issuance. The transaction will be financed through a mix of equity, debt and available cash. Nordic Capital's ninth fund and co-investors will make a significant new equity investment into Nordax. Nordax also said that it will launch a squeeze-out of residual shareholders of Bank Norwegian, after the bidder reached ownership of 95.73% in the Norwegian Finans Holding ASA. ABG Sundal Collier AB, DNB Markets, The Goldman Sachs Group, Inc. (NYSE:GS), Fcg Risk & Compliance Ab and Melesio Capital AS acted as financial advisors while Advokatfirman Cederquist KB and Wiersholm, Mellbye & Bech acted as legal advisors to Nordax. DNB Markets acted as receiving agent to the offeror. J.P. Morgan is acting as financial advisor to Bank Norwegian on the NOK 19.6bn / $2.2bn cash offer by Nordax. Nordax Bank AB (publ) completed the acquisition of 76.6% stake in Norwegian Finans Holding ASA (OB:NOFI) from shareholders on October 20, 2021. The final result shows that the Offeror received acceptances of the Offer for a total of 130.148692 million shares, representing approximately 69.63% of the outstanding shares and votes in the Norwegian Finans Holding ASA . In addition, the Offeror holds 6.313456 million shares, representing approximately 3.38% of the shares and votes in the Norwegian Finans Holding ASA and pursuant to the contribution agreements as further set out under section 1.16 (Contribution Agreements) of the Offer Document, has conditionally agreed to acquire 42.472603 million shares, representing approximately 22.72% of the shares and votes in the Norwegian Finans Holding ASA. Following settlement of the Offer, the Offeror will hold a total of 178.934751 shares in the Company, constituting approximately 95.74% of the shares and votes in the Norwegian Finans Holding ASA. The settlement will be done on November 4, 2021. As of November 2, 2021, the offer settlement have been accomplished. The Board of Directors of Nordax has resolved, effective from after close of trading of the Oslo Stock Exchange, on November 3, 2021, a compulsory acquisition of all shares in Bank Norwegian. The offered redemption price under the compulsory acquisition will be NOK 105 per share. Compulsory acquisition (Squeeze Out) completed on November 3, 2021.