Nordax announces extension of the offer period for the recommended voluntary cash offer of NOK 105 per share in Bank Norwegian ASA


 

Nordax announces extension of the offer period for the recommended voluntary
cash offer of NOK 105 per share in Bank Norwegian ASA

NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA AND JAPAN OR ANY OTHER
JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE
PRIOR APPROVAL

Reference is made to the offer document dated 5 August 2021 (the "Offer
Document") for the recommended voluntary offer by Nordax Bank AB (publ)
("Nordax" or the "Offeror") to acquire all outstanding shares (the "Shares") in
Bank Norwegian ASA (the "Company") against a consideration in cash of NOK 105
per Share (subject to adjustment as set out in the Offer Document) (the "Offer
Price") (the "Offer"). The Offer Price is Nordax' best and final.

The Offeror hereby announces an extension of the offer period of the Offer (the
"Offer Period") until 24 September 2021 at 16:30 hours (Norwegian time).

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 (one or several times) on the terms and conditions set out in the Offer
Document, but not beyond 15 October 2021.

The extension of the Offer Period is made pursuant to sections 1.8 (Offer
Period) and 1.12 (Amendments of the Offer) in the Offer Document.

Settlement of the Offer shall take place no later than fourteen (14) business
days after the date on which the Offeror has announced that the closing
conditions for the Offer relating to "Minimum Acceptance" and "Regulatory
Approvals", as described in the Offer Document, have been fulfilled or waived by
the Offeror, and subject to the other conditions closing conditions for the
Offer as further set out in section 1.6 (Conditions to the Offer) in the Offer
Document being fulfilled or waived, until the settlement of the Offer.

The Oslo Stock Exchange has in its capacity as take-over authority of Norway
approved the extension of the Offer Period and otherwise reviewed this
announcement prior to its publication. 

All terms and conditions of the Offer other than the amendments made by this
announcement remain unchanged and as set out in the Offer Document.

The Offeror will provide an update of the level of acceptances and its
shareholding before the Oslo Stock Exchange opens tomorrow 7 September 2021 due
to ongoing counting of received acceptances.

Completion of the Offer is subject to the fulfilment or waiver by the Offeror of
the conditions for completion of the Offer set out in the Offer Document. As of
the date hereof, the Offer has been cleared by the Norwegian Competition
Authority and the Norwegian Financial Supervisory Authority has provided
regulatory approval pursuant to Norwegian law. Relevant regulatory approvals by
the Swedish Financial Supervisory Authority remain outstanding, as expected at
this time in the application processes. None of the conditions that refers to
events that shall not occur have, to the Offeror's knowledge, occurred. The
complete terms and conditions for the Offer, including procedures for how to
accept the Offer and detailed information regarding settlement, are set out in
the Offer Document, with the amended Offer Period as described herein.

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.

Shareholders that want to accept the Offer must fill out and return the
acceptance form which is included in the Offer Document by 16:30 hours
(Norwegian time) on 24 September 2021. The Offer Document is, subject to
regulatory restrictions in certain jurisdictions, available at www.abgsc.com and
www.dnb.no/emisjoner. Subject to regulatory restrictions in certain
jurisdictions, the Offer Document may also be obtained free of charge during
ordinary business hours at the offices of the receiving agent, DNB Bank ASA,
Registrars department, Dronning Eufemias gate 30, 0191 Oslo, Norway.

For further information on the Offer, visit 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. Nordax has around 287,000 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 30 June 2021,
lending to the public amounted to SEK 30.1 billion and deposits amounted to SEK
28.4 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 will only be
made on the basis of the Offer Document, and can only be accepted pursuant to
the terms of the 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.

Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the shares in BANO (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 is 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 is made by the Offeror and no
one else.
The Offer is 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 is
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.

Forward-looking information 
Statements in this press release relating to future status and circumstances,
including statements regarding future performance, growth and other projections
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.