DNB announces recommended voluntary cash offer to acquire the shares of Sbanken - Seite 2

Key terms of the Offer

The Company’s shareholders will be offered NOK 103.85 per Share in cash consideration. The Offer Price implies:
• A premium of 29.8 per cent to the closing price of the Sbanken share on the Oslo Stock Exchange on 14 April 2021 of NOK 80.0.
• A premium of 49.8 per cent to the volume weighted average share price adjusted for dividend during the last six months up to and including 14 April 2021 of NOK 69.3.
• P/B and P/E multiples at the top end of the range for the listed Nordic banks, reflecting Sbanken’s track-record, returns and high-quality loan book with low risk.
• A price that is at a significant premium to broker forward price targets.

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

The complete details of the Offer, including all terms and conditions, will be contained in an offer document (the “Offer Document”) to be sent to the Company’s shareholders following review and approval by the Oslo Stock Exchange pursuant to Chapter 6 of the Norwegian Securities Trading Act. The Offer Document is expected to be approved during the week commencing 19 April 2021. The Offer may only be accepted on the basis of the Offer Document.

The Offer is not subject to any financing condition. As further detailed and specified in the Offer Document, completion of the Offer will be subject to fulfilment or waiver by the Offeror (in its sole discretion) of the following conditions: (1) valid acceptance of the Offer by eligible Sbanken shareholders to such extent that DNB becomes the owner of shares representing more than 90 per cent of the issued and outstanding shares and voting rights in the Company on a fully diluted basis (which in no event may be waived by the Offeror below an acceptance level of 2/3 of the issued and outstanding share capital and voting rights of the Company on a fully diluted basis), (2) obtaining any required regulatory approval from (i) the Financial Supervisory Authority of Norway (Nw. Finanstilsynet) and/or the Norwegian Ministry of Finance (Nw. Finansdepartementet), as applicable and (ii) the Norwegian Competition Authority (Nw. Konkurransetilsynet), including completion of any waiting periods, (3) no material adverse change in the Company having occurred, (4) the Company conducting its business in the ordinary course, (5) the board of the Company not having qualified, amended or withdrawn its recommendation of the Offer, (6) no governmental interference hindering consummation of the Offer in accordance with its terms, and (7) the Company shall not be in material breach of the agreement entered into between the Offeror and the Company in connection with the Offer.