Bank Norwegian: Nordax Announces Extension of Offer Period for Recommended Voluntary Cash Offer for All Outstanding Shares of Bank Norwegian ASA


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. Reference is
further made to the announcement dated 6 September 2021 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") and the
announcement of the fulfillment of the Minimum Acceptance Condition on 8
September 2021.

The Offeror hereby announces an extension of the offer period of the Offer (the
"Offer Period") until 1 October 2021 at 16:30 hours (Norwegian time).

As a consequence of the extension, 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 issued the Settlement Notification,
as further set out in section 1.11 (Settlement) in the Offer Document, and
subject to the 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 Minimum Acceptance Condition partly waived on 7 September 2021
and fulfilled on 8 September 2021, and the Offer Period as further extended
pursuant to this announcement, remain unchanged and as set out in the Offer

The Offeror will provide an update of the level of acceptances and its
shareholding before the Oslo Stock Exchange opens on 27 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, other
than the Minimum Acceptance Condition as fulfilled on 8 September 2021,
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,
other than the condition for Minimum Acceptance, as partially waived on 7
September 2021 and fulfilled on 8 September 2021 and 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 1 October 2021.

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

[email protected]
+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

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.

Click here for more information

© Oslo Bors ASA, source Oslo Stock Exchange


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