Announcement of acceptances received, taking Nordax to 65.21%, and partial waiver of minimum acceptance condition down to 66.67% for the recommended voluntary cash offer for all shares in Bank Norwegian ASA

07 Sep 2021 08:08 CEST

Company Name





Oslo Børs




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 2021 in which the Offeror announced
an extension of the offer period until 16.30 hours (Norwegian time) on 24
September 2021 (subject to extension).

As of the date hereof at 08.00 hours (Norwegian time), and subject to customary
verification, the Offeror has received acceptances of the Offer for a total of
79,408,435 shares, equalling 42.49% of the outstanding shares and votes in the

In addition, pursuant to the contribution agreements as further set out under
section 1.16 (Contribution Agreements) of the Offer Document, the Offeror has
conditionally agreed to acquire 42,472,603 shares, representing approximately
22.72% of the shares and votes in the Company. When counted together with the
acceptances of the Offer to date, this constitutes 65.21% of the shares and
votes in the Company.

As of the date of this announcement, the Offeror does not hold shares in the

The Offeror further announces that the condition to the Offer relating to
minimum acceptance of more than 90% of the issued and outstanding share capital
and voting rights in the Company on a fully diluted basis, when taken together
with shares acquired or agreed to be acquired by the Offeror outside the Offer,
as set out in section 1.6 (Condition to the Offer) "Minimum Acceptance" in the
Offer Document is partially waived by the Offeror, down to an acceptance level
of 2/3 of the issued and outstanding share capital and voting rights, when taken
together with shares acquired or agreed to be acquired outside the Offer, on a
fully diluted basis.

The partial waiver of the Minimum Acceptance condition is made pursuant to
section 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
condition for the Offer relating to "Regulatory Approvals", as described in the
Offer Document, has been fulfilled or waived by the Offeror and the condition
relating to "Minimum Acceptance", as described in the Offer Document and revised
pursuant to this announcement, has been fulfilled, and subject to the other
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
reviewed and approved this announcement prior to its publication. All terms and
conditions of the Offer other than extension of the offer period, as announced
by the Offeror on 6 September 2021, and the amendment made by this announcement
remain unchanged and as set out in the Offer Document.

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
revised by this announcement. 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 extended offer period as
announced on 6 September 2021 and the partial waiver of the condition for
Minimum Acceptance of the Offer 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 (subject to extension). The Offer Document
is, subject to regulatory restrictions in certain jurisdictions, available at and 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

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
+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.

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

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

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.

Nordax - Update on acceptances and partial waiver of min. acceptance condition


Bank Norwegian ASA


Oslo Børs Newspoint