DNB announces recommended voluntary cash offer to acquire the shares of Sbanken

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DNB ASA announces recommended voluntary cash offer by DNB Bank ASA to acquire 100 per cent of the shares of Sbanken ASA at NOK 103.85 per share.

Bergen, 15 April 2021 – The Board of Directors of Sbanken ASA (“Sbanken” or the “Company”) announces today that an agreement has been reached with DNB Bank ASA (“DNB” or the “Offeror”), a wholly-owned subsidiary of DNB ASA, for the launch by DNB of a recommended voluntary cash tender offer (the “Offer”) for 100 per cent of the shares (the “Shares”) of the Company. A cash consideration of NOK 103.85 (the “Offer Price”) will be offered per Share, which implies a total consideration for all the Shares of approximately NOK 11.1 billion.

The Offer Price represents a premium of 29.8 per cent over the closing price of the Shares on 14 April 2021 of NOK 80.0 and a premium of 49.8 per cent over the average volume weighted share price adjusted for dividend during the last six months up to and including 14 April 2021 of NOK 69.3.

The Company’s Board of Directors recommends the Offer. Shareholders representing a total of approximately 29 per cent of the outstanding Shares have, on certain terms and conditions, undertaken to accept the Offer, including the Company’s largest shareholders Altor Invest 3 AS and Altor Invest 4 AS which hold in aggregate 25 per cent of the outstanding Shares in the Company. Additionally, DNB currently owns approximately 1 per cent of the outstanding Shares in the Company.

Niklas Midby, Chair of Sbanken, comments: “The Board of Directors is of the opinion that the offer reflects the strong financial and strategic value of the Sbanken group and implies an attractive valuation for shareholders. We believe that Sbanken and DNB as a combined entity will be strongly positioned to compete with the global technology leaders”.

Sbanken was established in 2000 as the first pure-play digital bank in Norway and was listed on the Oslo Stock Exchange in 2015. Today, the bank is positioned as one of the leading digital retail banks in Norway and has for the past 19 years been awarded for having the most satisfied banking customers.

Øyvind Thomassen, CEO of Sbanken, comments: "For more than 20 years, our dedicated team has delivered superior digital banking services to highly satisfied customers. DNB has large resources, and with them as a new owner, we will have a strong foundation to continue creating services and solutions that benefit our customers. Until a potential transaction is completed, we will continue as before to deliver the best digital customer experiences".