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FOR MORE INFORMATION ABOUT NORDAX'S VOLUNTARY OFFER, PLEASE SEE NORDAX'S FORMAL OFFER ANNOUNCEMENT, AVAILABLE AT: WWW.COLLABORATE-TO-SCALE.COM.
Nordax Bank AB (publ) ("Nordax") today announced that it has completed due diligence and reached an agreement with Norwegian Finans Holding ASA ("NFH") to launch a recommended voluntary cash offer (the "Offer") to acquire the entire outstanding share capital in NFH. The Offer is supported by Nordic Capital Fund VIII1, Nordic Capital Fund IX2 and Sampo Oyj.
A cash consideration of NOK 105 (the "Offer Price") will be offered per share, which implies a total consideration for all the shares of approximately NOK 19.6 billion. The Offer Price is Nordax's best and final, representing a premium of 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, and 51.1% to the volume weighted average share price of the NFH share during the last three months up to and including 3 March 2021 of NOK 69.503. The Offer Price will be reduced by the amount of any dividend or other distributions made by NFH.
Nordax believes that Bank Norwegian has excellent opportunities to further grow through collaborating with Nordax for the next phase of its development. While the objective of Nordax is to acquire Bank Norwegian in full, Nordax also sees substantial merit in becoming a majority shareholder. To Nordax, this is about bringing together two strong businesses, capitalizing on their respective strengths, collaborating and jointly innovating the European banking sector. Nordax firmly believes that Bank Norwegian and Nordax would be well positioned with a substantial total loan book of SEK 65 billion, complimentary distribution strengths, a best-in-class customer experience and a banking licence within the EU. This combination will enable further international expansion placing Nordax and Bank Norwegian in the driver's seat of creating a leading pan-European consumer bank.
Nordic Capital Fund IX4 and Sampo Oyj, owning 16.40% and 6.33% respectively of the shares in NFH, have entered into conditional agreements to contribute their existing shares in NFH (the "Contributed Shares") to Nordax in exchange for shares in Nordax. The agreements are conditional upon a successful completion of the Offer.
The offer document for the Offer is expected to be approved during the week of 2 August 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.
Jacob Lundblad, CEO, Nordax Bank AB (publ), comments: "We are happy to launch a recommended, all-cash offer to all shareholders in Bank Norwegian. This offer is backed by Nordic Capital and Sampo and represents an attractive premium and a good opportunity for investors to realize their investment. We are impressed with the calibre of everyone at Bank Norwegian that we have met, and I think we are a great cultural fit. With the proposed transaction, we have an opportunity to create a stronger entity and the leading niche bank in Northern Europe."
The Offer will be subject to fulfilment or waiver by Nordax of customary conditions, including e.g. a minimum acceptance level of 90% (including the 22.72% Contributed Shares), which in no event may be waived by Nordax below 2/3rds of the issued and outstanding share capital, and all consents and approvals required from applicable financial regulatory and competition authorities in connection with the Offer shall have been obtained on terms satisfactory to Nordax. The Offer will not be subject to any financing condition.
For more details about the Offer, please see Nordax's formal Offer announcement, available at: www.collaborate-to-scale.com.
Peter Lindell, Brunswick Group
+46 761 28 03 03
The information was submitted for publication, through the agency of the contact person set out above, at 07.40 CET on 14 July 2021.
Nordax Bank AB (publ) is a leading specialist bank in Northern Europe owned by Nordic Capital Fund VIII and Sampo. As of 31 March 2021, we have around 273,000 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 31 March 2021, lending to the public amounted to SEK 29.0 billion and deposits amounted to SEK 27.9 billion.
Read more about Nordax on http://www.nordaxgroup.com.
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 an offer document approved by the Oslo Stock Exchange, and can only be accepted pursuant to the terms of such 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.
Statements in this press release relating to future status and circumstances, including statements regarding future performance, growth and other projections as well as the detailed terms and conditions of the Offer 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. "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.
2. "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").
3. Each reference share price adjusted for the dividend of NOK 5 distributed on 6 May 2021 to registered shareholders as of 27 April 2021 ("NFH Dividend").
4. The shares are owned by Cidron Xingu Limited, a company indirectly owned by Nordic Capital Fund IX.
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