Nordax Bank AB (publ) announces its intention to launch a NOK 17.8 billion voluntary offer for all shares in Norwegian Finans Holding ASA


 

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Press release
Oslo/Stockholm, 4 March 2021

Nordax Bank AB (publ) announces its intention to launch a NOK 17.8 billion
voluntary offer for all shares in Norwegian Finans Holding ASA

Nordax Bank AB (publ) ("Nordax") announces its intention to launch a voluntary
offer (the "Offer") to acquire the entire outstanding share capital in Norwegian
Finans Holding ASA ("NFH"), supported by Nordic Capital Fund VIII1, Nordic
Capital Fund IX2 and Sampo Oyj.

Nordax intends to launch a NOK 17.8 billion all-cash offer for all the
outstanding shares in NFH for a cash consideration of NOK 95 per NFH share (the
"Offer Price"). This represents a premium of: 

o	16.5% to the closing price of the NFH share on 3 March 2021
o	24.9% to the volume weighted average share price of the NFH share since 17
February 2021, the day NFH published its report for the fourth quarter of 2020
o	27.5% to the three month volume weighted average share price of the NFH share
o	32.4% to the six month volume weighted average share price of the NFH share

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 ("Bank Norwegian"), to its satisfaction.
 
Nordic Capital Fund IX3 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.

Completion of the Offer will be subject to a minimum acceptance level of at
least 50.1% of NFH's outstanding shares (including the 22.72% Contributed
Shares). While Nordax's intention is to acquire 100% of NFH, Nordax also sees
strong merits in becoming the majority shareholder in NFH. 

Nordax has in the past provided certain proposals to the Board of Directors of
NFH. The intended Offer announced today includes an improved price and
significantly less conditionality compared with the previous proposals
communicated in private to the Board. Nordax is publicly announcing its
intention to launch an offer to allow the shareholders of NFH to consider the
Offer in a transparent manner. It is Nordax's intention to seek collaboration
with the Board, allowing the shareholders to realize their shareholding in NFH
at an attractive value. 
 
Nordax strongly believes that Bank Norwegian will have excellent opportunities
to further expand its business together with Nordax. The stability provided
through increased ownership of Nordic Capital and Sampo will further support the
combined company in challenging the incumbents in the markets through a more
competitive customer offering, with continued improvement in prices, expanded
product offering and superior customer journey. A combination will bring
together two leading businesses with distinct strengths, creating the leading
specialist lender in the Nordics: 

o	Focusing on a balanced Nordic footprint with significant scale in each market,
with a foothold in Germany.
o	Using the joint strengths to expand into new European markets and faster
realize the common goal of becoming a leading pan-European niche bank.  
o	Cementing the leading position in the Nordics with combined 2 million
customers and SEK 64 billon loan book, ~2x the closest peer. 
o	Leveraging a complete product range across markets, with the addition of Bank
Norwegian's credit cards to Nordax's mortgages and equity release products, and
combined strength in unsecured lending, enabling cross-sale opportunities. 
o	Complementary distribution strengths across online, broker and direct mail
channels.
o	Best-in-class customer experience by combining Bank Norwegian's digital
experience with Nordax's tailored customer journey, and with a strengthened
offering that will better serve all customers. 
o	Sophisticated underwriting expertise combined with significant data advantage
building on both companies' underwriting history from across Nordic geographies,
and an unmatched data library.
o	Improved diversification and robustness in an uncertain macroeconomic
environment.

Jacob Lundblad, CEO, Nordax Bank AB (publ), comments: "We are deeply impressed
with the significant achievement of Bank Norwegian management and employees in
developing the company to its current position as a leader in the Nordic
consumer finance market. Bank Norwegian has a solid track record of profitable
growth, proven scalability of its platform, and resilience in the face of
Covid-19 and the current macroeconomic environment. Our interest in Bank
Norwegian is driven by our conviction that the transaction will lead to
long-term sustainable growth for the combined bank, backed by our supportive
owners."
 
Christian Frick, Partner and Head of Financial Services, Nordic Capital
Advisors4, comments: "There are great opportunities in a combination between
Nordax and Bank Norwegian, through delivering a superior customer offering and
through continued innovation in the European banking market. Bank Norwegian has
built a digital, innovative and customer centric niche bank and by joining
forces with Nordax, they will together have the necessary scale and resources to
challenge the large incumbent banks."

Patrick Lapveteläinen, Chief Investment Officer, Sampo Group, comments: "There
is strong merit in a combination of Bank Norwegian and Nordax. The companies are
a great fit with a combined strong footprint across their geographies, and
complementary offerings. Together they would have greater scale and
competitiveness to continue to innovate."

Key Offer Terms and Conditions 

Under the Offer terms, NFH shareholders will be offered NOK 95 per NFH share in
cash consideration. The Offer Price implies: 
 
o	A premium of 16.5% to the closing price of the NFH share on Oslo Børs on 3
March 2021 of NOK 81.55.
o	A premium of 24.9% to the volume weighted average share price of the NFH share
on Oslo Børs from 17 February 2021, the day NFH published its report for the
fourth quarter of 2020, up to and including 3 March 2021 of NOK 76.08.
o	A premium of 27.5% to the volume weighted average share price of the NFH share
on Oslo Børs during the last three months up to and including 3 March 2021 of
NOK 74.50.
o	A premium of 32.4% to the volume weighted average share price of the NFH share
on Oslo Børs during the last six months up to and including 3 March 2021 of NOK
71.77.
o	A premium of 61.3% to the closing share price of the NFH share on Oslo Børs on
16 August 2019, the last trading day before the announcement of the acquisition
of 17.47% by Nordic Capital Fund IX and Sampo Oyj, of NOK 58.90.
o	P/B and P/E multiples at the top end of the range for the listed Nordic
consumer finance banks, reflecting Bank Norwegian's strong historical
performance, capitalization, and stand-alone upside. 
o	A price that is at the very top of broker forward price targets.
o	A valuation of all shares in NFH of NOK 17.8 billion in total (based on
186,904,268 shares outstanding as per 3 March 2021).

The Offer Price will be reduced by the amount of any dividend or other
distributions made by NFH.

Completion of the Offer will be subject to customary conditions (which, where
permitted, may be waived by Nordax at its discretion), including but not limited
to:

o	A minimum acceptance level of 50.1% of the outstanding shares in NFH,
including the 22.72% Contributed Shares.
o	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.
o	A recommendation from the Board of Directors of NFH.
o	No material adverse change having occurred.

If it should become clear, prior to the launch of the Offer, that any such
conditions are not likely to be satisfied, Nordax reserves the right not to
launch the Offer.

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. Consequently, the Offer will not be subject to any
financing condition.

The Offer is expected to be launched in due course following Nordax having
received access to and completed a due diligence review of NFH, including Bank
Norwegian, to its satisfaction. The aim is to announce the result of the Offer
and fulfil or waive the conditions to the Offer during the first half of 2021.
 
Background and Transaction Rationale 

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 see
substantial merit in becoming a majority shareholder.

Nordax has spent significant time and resources conducting in-depth outside-in
due diligence on Bank Norwegian and sees a strong strategic rationale for the
combination of Bank Norwegian and Nordax. Bank Norwegian and its organization,
with its strong commercial focus, has built a solid position in the Nordic
consumer finance market underpinned by a well-recognised brand, leading products
and a large customer base with 1.75 million customers as of Q4 2020. Nordax,
together with Nordic Capital and Sampo, intend to support the development of the
Bank Norwegian brand and products. Nordax strongly believes that a combination
will create a unique platform for continued expansion, in existing as well as
new markets, and would enable the achievement of Bank Norwegian management's
growth objectives with the support from strong shareholders. Nordax places great
value on Bank Norwegian's management and employees and believes working together
is crucial to achieving these objectives.

To Nordax, this is about bringing together two strong businesses, capitalizing
on their respective strengths, collaborating and jointly innovating the Northern
European banking sector. In the event of a combination, Nordax firmly believes
that Bank Norwegian and Nordax would be well positioned with a substantial total
loan book of SEK 64 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.


For further information, please see www.collaborate-to-scale.com. 

Advisors

ABG 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 and Advokatfirmaet Wiersholm AS
is acting as Norwegian legal counsel to Nordax. 

Media relations

Oscar Karlsson, Brunswick Group

okarlsson@brunswickgroup.com

+46 709 62 78 42

About Nordax

Nordax Bank AB (publ) is a leading specialist bank in Northern Europe owned by
Nordic Capital Fund VIII and Sampo. We currently have around 255,000 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 December
2020, lending to the public amounted to SEK 27.7 billion and deposits amounted
to SEK 24.2 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, if any, will
be 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.

Forward-looking information 

Statements in this press release relating to future status and circumstances,
including, whether Nordax makes the Offer or closes the Offer, statements
regarding future performance, growth and other projections as well as benefits
of the intended Offer, 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" or "Nordic Capital" 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., together with any, or all, of its
associated and predecessor and successor funds and vehicles.
2   "Nordic Capital Fund IX" or "Nordic Capital" 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., together with any, or all, of its
associated and predecessor and successor funds and vehicles.
3   The shares are owned by Cidron Xingu Limited, a company indirectly owned by
Nordic Capital Fund IX.
4   Nordic Capital is advised by several non-discretionary sub-advisory
entities, any or all of which is referred to as "Nordic Capital Advisors".