Jyske Bank (trading on Nasdaq Copenhagen under ticker: JYSK), the second largest Danish bank and the third largest bank on the Danish market, today announced the decision to make a tender offer to purchase all outstanding shares in Nordjyske Bank (trading on Nasdaq Copenhagen under ticker: NORDJB). Nordjyske Bank is the 12th largest Danish Bank with approximately 119,000 private and approximately 10,000 corporate customers.

The tender offer is all cash at a price of DKK 190 per share of DKK 10 corresponding to a premium of 48 per cent compared to closing price on 12 March 2018. The offer price implies a valuation of Nordjyske Bank of DKK 3.5 billion. Jyske Bank today owns 38.49 per cent of the shares in Nordjyske Bank.

Jyske Bank believes that a combination of Jyske Bank and Nordjyske Bank is the best solution for the shareholders in both banks.

Jyske Bank views Nordjyske Bank as well-managed with skilled employees and a strong and attractive position in Northern Jutland. A combination with Jyske Bank will strengthen this position and, e.g., facilitate far larger credits to support the corporate development in Northern Jutland. In addition, a combination will mean direct access for Nordjyske Bank's private and corporate customers to the competitive products and services of Jyske Bank.

Against this background, Jyske Bank has today invited the management of Nordjyske bank to a dialogue on a combination.

The tender offer, which will be announced in an offer document within 4 weeks, is expected to be conditional upon, inter alia, (i) repeal of the caps for ownership and voting in the Articles of Association of Nordjyske Bank, (ii) the ownership by Jyske Bank of a minimum of two-thirds of Nordjyske Bank's share capital and votes after completion of the tender offer (including Jyske Bank's current shareholding) and (iii) relevant public approvals. The tender offer will not be conditional upon due diligence or financing.

Horten advises Jyske Bank.        

contacts

Jim Øksnebjerg

Partner