- Investor Relations
- Takeover offer
Important information
You are attempting to enter the part of the website that is designated for the publication of documents and information in connection with a voluntary, public takeover offer by Nykredit Realkredit A/S (the "Offeror") to the shareholders of Spar Nord Bank A/S ("Spar Nord Bank").
DUE TO LEGAL RESTRICTIONS, THE MATERIALS ON THIS WEBSITE, WWW.SPARNORD.DK (THE "WEBSITE"), IS NOT DIRECTED TO, OR ACCESSIBLE FOR, CERTAIN PERSONS. WE THEREFORE KINDLY ASK YOU TO REVIEW THIS NOTICE CAREFULLY EACH TIME YOU WISH TO BE GRANTED ACCESS TO THIS WEBSITE.
Restrictions to the offer
General:
The Offeror's voluntary, public takeover offer for all shares in Spar Nord Bank (except for any shares owned by Spar Nord Bank), as described in the offer document with any related supplements which is or will be made available on this Website (the "Offer") together with certain other documents related to the Offer is not directed at shareholders whose participation in the Offer would require the issuance of an offer document, registration or activities beyond what is required under Danish law.
The Offer is not directed at shareholders whose participation in the Offer would require the issuance of any other offer document, any other form of registration or actions other than what is required under Danish law. The Offer is not being made, directly or indirectly, in any jurisdiction in which the submission or acceptance of the Offer would not be in compliance with applicable laws, including securities laws, of such jurisdiction and the offer document may not be sent to shareholders resident in such jurisdiction. Persons who receive or otherwise come into possession of the offer document and/or other documents relating to the Offer must inform themselves about and observe all such restrictions.
The Offer is not being made, directly or indirectly, in any jurisdiction where the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction, including securities laws, in such excluded jurisdiction or where the relevant laws could give rise to significant civil, regulatory or criminal liability if information relating to the Offer were communicated or made available to shareholders in such jurisdiction (the "Restricted Jurisdictions"). Neither the United States nor the United Kingdom is a Restricted Jurisdiction.
The Offer may not be accepted in any Restricted Jurisdiction. The offer document or any other documents relating to the Offer may not in any way be sent in or into the Restricted Jurisdictions.
Information for shareholders in the United States:
The Offer is being made for the shares of Spar Nord Bank, which is a public limited liability company incorporated and admitted to trading on a regulated market in Denmark, and is subject to the disclosure and procedural requirements of Danish Law, including the Danish Capital Markets Act and the Danish Takeover Order.
The Offer will be made to shareholders of Spar Nord Bank in the United States in compliance with the applicable U.S. tender offer rules under the U.S. Securities Exchange Act of 1934, as amended, and Regulation 14E promulgated thereunder, subject to the relief available for a "Tier II" tender offer and otherwise in accordance with the requirements of Danish law and practice.
Accordingly, U.S. shareholders of Spar Nord Bank should be aware that the offer document and any other documents regarding the Offer have been prepared in accordance with, and will be subject to, disclosure and other procedural requirements, including with respect to withdrawal rights, the Offer timetable, settlement procedures and timing of payments of Danish law and practice, which may materially differ from those applicable under U.S. domestic tender offer law and practice. In addition, the financial information contained in the offer document has not been prepared in accordance with U.S. generally accepted accounting principles, or derived therefrom, and may therefore differ from, or not be comparable with, financial information of U.S. companies.
The use of this Website is subject to Danish law and any disputes arising out of or regarding this Website is subject to Danish law and the exclusive jurisdictions of the Danish courts
Confirmation
By clicking the "I confirm and accept" button below, you confirm and accept each of the following points:
a) that you have read and understood the information provided above, that you are not subject to any of the restrictions on the Offer set out above, and that communications about the Offer may lawfully be directed to you and that the Offer may lawfully be addressed to you;
b) you are not located or resident in any Restricted Jurisdiction in which the making of the Offer would create an obligation on the Offeror or any of its affiliates or any other person to file or register an offer prospectus or any other document or to take any other or further action in relation to the Offer, in or under the laws of such jurisdiction
c) that you will not copy or forward any of the documents available on this Website to others;
d) that you will not use any document available on this Website for any purpose other than your consideration as a shareholder as to whether to sell your shares to the Offeror; and
e) that you understand, acknowledge and agree that failure to comply with the foregoing may result in a violation of applicable laws and/or damages for which you may be held liable
Nykredit’s all-cash voluntary takeover offer for Spar Nord
Spar Nord Bank A/S and Nykredit Realkredit A/S have entered an announcement agreement according to which Nykredit will make an all-cash voluntary takeover offer for all shares in Spar Nord.
The merger will create the third-largest bank in Denmark with a strong customer-ownership, Denmark's largest branch network and solid market positions in the private and corporate areas.
The offer price of DKK 210 represents a premium of approx. 49% compared to the closing share price of DKK 140.6 on 9 December 2024, which is the last trading day prior to the publication of this company announcement;
Based on the negotiated overall agreement, including the offer price, Spar Nord's board of directors supports the offer and intends to unanimously recommend shareholders in Spar Nord to accept the offer when made. The Spar Nord Foundation also supports the offer and has given an irrevocable undertaking to accept the offer, subject to certain customary conditions, when it is made.
This page contains relevant information about the offer.
Important documents
Nykredit announces all-cash voluntary takeover offer for Spar Nord Bank (Spar Nord Company Announcement no. 73)
Publication of recommended voluntary public tender offer for Spar Nord Bank A/S (Announcement from Nykredit)
Other documents
Interim Report Q3 2024
Investor FAQ
Annual Report 2023
Articles of Association
Schedule
The preliminary schedule for the transaction is, according to Nykredit:
- 10 December 2024: Offer announcement.
- As soon as possible: Publication of offer document and commencement of offer period.
Immediately after publication of offer document: Publication of the Spar Nord board of directors’ statement. - At least 6 weeks after publication of the offer document: Expected expiry of the offer period (which may be extended).
- In the first half of 2025: Completion of the transaction (subject to all conditions being met).
This schedule is preliminary and may be changed.
Acceptance
With the publication of the offer document, an acceptance form will be available. You will need to complete and return the acceptance form to your custodian bank in due time to allow the custodian bank to process and communicate the acceptance to the settlement bank before the offer period expires.
Before accepting the offer, we recommend that all shareholders read the documents made available on this site including the offer document and the board of directors' statement.
Contact
Enquiries can be directed to Head of Communication Neel Rosenberg (media) at +45 25 27 04 33 or to CFO Rune Brandt Børglum (investors) at +45 96 34 42 36.