NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHINCANADA ,AUSTRALIA ,NEW ZEALAND ,SOUTH AFRICA ,HONG KONG ,JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFULOslo ,6 April 2022 Reference is made to the offer document dated23 April 2021 (the "Offer Document") and subsequent stock exchange announcements relating to the recommended voluntary offer fromDNB Bank ASA ("DNB") to acquire all issued and outstanding shares inSbanken ASA (the "Company" or "Sbanken ") not already owned by DNB (the "Offer"). The Offer was completed on30 March 2022 . Following settlement of the Offer, DNB held approximately 91.78% of the shares and votes inSbanken . The board of directors of DNB has, with effect from 16:30 on6 April 2022 , resolved to conduct a compulsory acquisition of the remaining shares in the Company not owned by DNB, cf. the Norwegian Public Limited Liability Companies Act Section 4 25, cf. the Norwegian Securities Trading Act (the "STA") Section 6 22 (3). Consequently, DNB has acquired ownership to all the shares in the Company. The consideration offered under the compulsory acquisition isNOK 104.45 per share. The consideration offered is equal to the Offer Price (as defined in the Offer Document) under the completed Offer and has been approved by theOslo Stock Exchange in its capacity as take-over authority inNorway . Settlement of the consideration under the compulsory acquisition will be made no later than on20 April 2022 .Swedbank Norge (org. no. 880 824 872) has issued a guarantee for settlement of the compulsory acquisition, cf. STA Section 6 22 (3) no. 3. Objections to or rejection of the consideration offered under the compulsory acquisition must be put forward no later than8 June 2022 . Former shareholders in the Company who do not object to or reject the consideration offered under the compulsory acquisition by this deadline will be considered to have consented to such consideration amount. A letter regarding the compulsory acquisition will be sent to all former shareholders in the Company with known address who are subject to the compulsory acquisition. Additionally, the compulsory acquisition will be announced in theNorwegian Register ofBusiness Enterprises' electronic publication system. As a result of the compulsory acquisition DNB will apply for a de-listing of the Company's shares from theOslo Stock Exchange .Separate stock exchange announcements will be made regarding the timing of such de-listing. For further information, please contact the following persons at DNB:Rune Helland , Head of Investor Relations, telephone +47 97 71 32 50 Media contact:Vibeke Hansen Lewin , EVP Media: +47 99013349 *** This information is subject to the disclosure duties under theNorwegian Securities trading Act Section 5 12. The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. When published, the Offer Document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation,Canada ,Australia ,New Zealand ,South Africa ,Hong Kong andJapan . The Offeror does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This announcement is not a tender offer document and, as such, does not constitute an offer or the solicitation of an offer to acquire the Shares. Investors may accept the Offer only on the basis of the information provided in the Offer Document. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken inNorway . Notice toU.S. HoldersU.S. Holders (as defined below) are advised that 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 will be 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 will be made by the Offeror and no one else. The Offer will be 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 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 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 .
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