Nordax announces that the 66.67% minimum acceptance condition has been satisfied for the recommended voluntary cash offer for all shares 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 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. Reference is further
made to the announcement dated 6 September regarding the extension of the offer
period to 16.30 hours (Norwegian time) on 24 September 2021 and the announcement
dated 7 September 2021 in which the Offeror partially waived the condition for
minimum acceptance of the Offer, when taken together with any shares that the
Offeror has acquired or agreed to acquire, down to 2/3 of the shares on a fully
diluted basis (the "Minimum Acceptance Condition").

The Offeror hereby announces that the Minimum Acceptance Condition has been
fulfilled. Today the Offeror has acquired 2,870,591 shares in the Company. As of
the date hereof, and subject to customary verification, the Offeror has received
acceptances of the Offer for approximately 42.50% of the outstanding shares and
votes in the Company, when counted together with the shares acquired and agreed
to be acquired by the Offeror, constituting approximately 66.76% of the
outstanding shares and votes in the Company. The Offeror has accordingly passed
the 2/3 threshold in the Minimum Acceptance Condition.

Jacob Lundblad, CEO, Nordax Bank Ab (publ), comments: "The offer has now gained
acceptance from a solid majority of shareholders, proving the attractiveness of
our offer. We hope this new critical milestone will encourage the remaining
shareholders to accept our offer. We are encouraged by the strong number of
acceptances so far, and our objective remains to reach 90%."

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, other
than the Minimum Acceptance Condition, including the receipt of regulatory
approvals, as further set out in section 1.19 (Regulatory Approvals) 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.

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 (subject to extension).

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.