Nordnet board recommends raised offer by Nordic Capital at SEK 38 per share
Link to Statement : https://newsclient.omxgroup.com/cdsPublic/viewDisclosure.action?disclosureId=753226&lang=en
The board of Nordnet has today issued a statement in relation to the public offer by NNB Intressenter, according to stock exchange announcement.
The Board of Nordnet unanimously recommends that the shareholders of Nordnet accept NNB Intressenter’s cash offer at SEK 38 (EUR 4). This statement is made by the Board of Nordnet AB (publ) (“Nordnet”) pursuant to Rule II.19 of Nasdaq Stockholm’s Takeover Rules (the “Takeover Rules”).
Background
On 25 October 2016, Nordic Capital Fund VIII (“Nordic Capital”) and Ohmangruppen, through NNB Intressenter AB (“NNB Intressenter”), announced a public offer to the shareholders of Nordnet to transfer all shares in Nordnet to NNB Intressenter (the “Offer”). NNB Intressenter initially offered SEK 37 (EUR 3.87) in cash for each share in Nordnet, but has today, 9 January 2017, announced that the Offer is increased to SEK 38 per share. The acceptance period for the Offer ends on 23 January 2017.
Together, Ohmangruppen and Nordic Capital owned and controlled, at the announcement of the Offer, in aggregate 67.5 per cent of all shares in Nordnet. On 26 October 2016, NNB Intressenter announced that Nordic Capital had acquired additional shares in Nordnet, corresponding to 4.7% of the shares. Together, Ohmangruppen and Nordic Capital own and control, as of 9 January 2017, in aggregate 72.3% of all shares in Nordnet. Öhmangruppen and Nordic Capital will, subject to completion of the Offer, contribute all of their Nordnet shares to NNB Intressenter.
The Offer values all shares in Nordnet at SEK 6.651bn (EUR 696m), based on 175,027,886 outstanding shares of which 614,079 shares are held in treasury by Nordnet.
The Offer represents a premium of approximately:
- 29% compared with the closing price for the Nordnet share on 24 October 2016, the last trading day prior to the announcement of the Offer, of SEK 29.5 (EUR 3.08);
- 32% compared with the volume weighted average price paid for the Nordnet share during the last 30 calendar days prior to the announcement of the Offer of SEK 28.8 (EUR 3); and
- 41% compared with the volume weighted average price paid for the Nordnet share during the last six months prior to the announcement of the Offer of SEK 27 (EUR 2.82)
Completion of the Offer was initially conditional upon, inter alia, that the Offer is accepted to the extent that NNB Intressenter will become the owner of more than 90% of the total number of shares in Nordnet, after full dilution. NNB Intressenter has now waived this condition so that completion of the Offer is no longer conditional upon that shareholders accept the Offer to a certain extent. All other conditions for the Offer, as set out in the offer document published on 2 December 2016, remain unchanged.
Shareholders who have tendered their shares in Nordnet at SEK 37 in cash per share will automatically benefit from the increased consideration in the Offer of SEK 38 in cash for each share in Nordnet without further action.
In addition, NNB Intressenter has announced that no further increases will be made and that the consideration in the Offer at SEK 38 for each share in Nordnet thus is final.