OSLO: Nordax Bank AB has announced its intention to launch a voluntary offer to acquire the entire outstanding share capital in Norwegian Finans Holding ASA (NFH), supported by Nordic Capital Fund VIII1, Nordic Capital Fund IX2 and Sampo Oyj.
Nordax intends to launch a NOK 17.8 billion all-cash offer for all the outstanding shares in NFH for a cash consideration of NOK 95 per NFH share.
Launch of the Offer will be subject to Nordax receiving access to and having completed a due diligence review of NFH, including its subsidiary Bank Norwegian AS, to its satisfaction.
Nordic Capital Fund IX3 and Sampo Oyj, owning 16.40% and 6.33% respectively of the shares in NFH, have entered into conditional agreements to contribute their existing shares in NFH to Nordax in exchange for shares in Nordax. The agreements are conditional upon a successful completion of the Offer.
Completion of the Offer will be subject to a minimum acceptance level of at least 50.1% of NFH’s outstanding shares (including the 22.72% Contributed Shares). While Nordax’s intention is to acquire 100% of NFH, Nordax also sees strong merits in becoming the majority shareholder in NFH.
Nordax has in the past provided certain proposals to the Board of Directors of NFH. The intended Offer announced today includes an improved price and significantly less conditionality compared with the previous proposals communicated in private to the Board.
Nordax is publicly announcing its intention to launch an offer to allow the shareholders of NFH to consider the Offer in a transparent manner. It is Nordax’s intention to seek collaboration with the Board, allowing the shareholders to realize their shareholding in NFH at an attractive value.
Nordax strongly believes that Bank Norwegian will have excellent opportunities to further expand its business together with Nordax. The stability provided through increased ownership of Nordic Capital and Sampo will further support the combined company in challenging the incumbents in the markets through a more competitive customer offering, with continued improvement in prices, expanded product offering and superior customer journey.
Jacob Lundblad, CEO, Nordax Bank AB (publ), comments: “We are deeply impressed with the significant achievement of Bank Norwegian management and employees in developing the company to its current position as a leader in the Nordic consumer finance market. Bank Norwegian has a solid track record of profitable growth, proven scalability of its platform, and resilience in the face of Covid-19 and the current macroeconomic environment.
Our interest in Bank Norwegian is driven by our conviction that the transaction will lead to long-term sustainable growth for the combined bank, backed by our supportive owners.”
Christian Frick, Partner and Head of Financial Services, Nordic Capital Advisors4, comments: “There are great opportunities in a combination between Nordax and Bank Norwegian, through delivering a superior customer offering and through continued innovation in the European banking market.
Bank Norwegian has built a digital, innovative and customer centric niche bank and by joining forces with Nordax, they will together have the necessary scale and resources to challenge the large incumbent banks.”
Patrick Lapveteläinen, Chief Investment Officer, Sampo Group, comments: “There is strong merit in a combination of Bank Norwegian and Nordax. The companies are a great fit with a combined strong footprint across their geographies, and complementary offerings. Together they would have greater scale and competitiveness to continue to innovate.”
Nordax believes that Bank Norwegian has excellent opportunities to further grow through collaborating with Nordax for the next phase of its development. While the objective of Nordax is to acquire Bank Norwegian in full, Nordax also see substantial merit in becoming a majority shareholder.