NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, HONG
KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD
BE UNLAWFUL
Oslo, 16 November 2021
Reference is made to the offer document dated 23 April 2021 (the "Offer
Document") and subsequent stock exchange announcements for the recommended
voluntary offer by DNB Bank ASA (the "Offeror") to acquire all outstanding
shares in Sbanken ASA (the "Company") not already owned by the Offeror (the
"Offer").
Further reference is made to the reasoned Statement of Objections issued by the
Norwegian Competition Authority (the "NCA") on 26 August 2021 against the
Offeror's contemplated acquisition of the Company pursuant to the Offer (the
"SO"). The SO was based on the NCA's preliminary assessments related to possible
effects on competition caused by the acquisition in the market for fund
distribution.
Further to the Offeror's announcements on 7 October 2021 and 28 October 2021,
the Offeror has proposed multiple alternative remedies involving several third
parties to address the preliminary concerns expressed in the SO. The remedies
offered included, among others, a divesture of most of the Company's fund
distribution operations and behavioural remedies following such divestiture,
which in the Offeror's view would fully address the NCA's concerns expressed in
the SO.
Despite this, the NCA has today announced that the remedies proposed by the
Offeror have not sufficiently mitigated the NCA's concerns as set out in the SO
and has therefore issued a decision rejecting the contemplated acquisition. As
such, Condition 3 "Regulatory Approvals" in Section 3.4 (Conditions for
completion of the Offer) remains unsatisfied.
The Offeror is now assessing a possible challenge of the NCA's decision by
filing an appeal to the Norwegian Competition Tribunal (Nw.
Konkurranseklagenemnda). Further announcement will be made by the Offeror in due
course, noting that the Offeror has 15 business days to determine whether to
appeal the NCA's decision.
Settlement of the Offer shall take place no later than 10 business days after
the date on which the Offeror has announced that the closing conditions for the
Offer as described in the Offer Document, including "Regulatory Approvals", have
been fulfilled or waived by the Offeror. Settlement of the Offer will, subject
to applicable law, remain subject to Conditions 3 (No Material Adverse Change),
4 (Conduct of business), 6 (No governmental interference) and 7 (No breach of
Transaction Agreement) until the settlement of the Offer. See Sections 3.4
(Conditions for completion of the Offer) and 3.10 (Settlement) of the Offer
Document for further information.
DNB Markets, a part of DNB Bank ASA is acting as financial advisor to the
Offeror. Advokatfirmaet BAHR AS is the legal advisor to the Offeror in
connection with the Offer. Arctic Securities AS is acting as financial advisor
and Advokatfirmaet Thommessen AS is the legal advisor to the Company in
connection with the Offer.
For further information, please contact the following persons in the Offeror:
Rune Helland, Head of Investor Relations, telephone +47 97 71 32 50
Media contact:
Thomas Midteide, GEVP Communications & Sustainability: +47 96 23 20 17
The following persons in the Company may also be contacted in connection with
the Offer:
Jesper M. Hatletveit, Head of Investor Relations, +47 95 94 00 45
Henning Nordgulen, CFO, +47 95 26 59 90
Media contact:
Kristian K. Fredheim, Head of Communications, +47 92 44 74 07
***
This information is subject to the disclosure requirements according to section
5-12 of the Norwegian Securities Trading Act.
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 and Japan. 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 in Norway.
Notice to U.S. Holders
U.S. Holders (as defined below) are advised that 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.