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| 15. september 2008 |
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| OMX Nordic Exchange Copenhagen | |
| Nikolaj Plads 6 | |
| DK-1007 Copenhagen K | |
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Company announcement No. 15/2008
Statement by the Supervisory Board in connection with the voluntary tender offer
submitted by Handelsbanken on 15 September 2008
On 15 September 2008, Svenska Handelsbanken AB (publ) (“Handelsbanken”)
submitted a voluntary tender offer (the “Tender Offer”) to the shareholders of
Lokalbanken i Nordsjælland a/s (“Lokalbanken”) to acquire all outstanding shares
in Lokalbanken.
In the Tender Offer, the shareholders of Lokalbanken are offered a cash
consideration of DKK 300 per share of DKK 20 nominal value (the “Offer Price”).
If Lokalbanken pays dividends or makes other distributions to its shareholders
prior to the settlement of the Tender Offer, the Offer Price will be reduced by
the total amount per share of such dividend or the total amount per share of
such other distribution (DKK for DKK).
The Tender Offer closes on 13 October 2008 at 8:00 pm (Copenhagen time).
For further details about the terms and conditions, reference is made to
Handelsbanken's offer document dated 15 September 2008 (the “Offer Document”),
which will be sent to Lokalbanken's registered shareholders and is available at
www.lokalbanken.dk.
This statement has been prepared by Lokalbanken's Supervisory Board pursuant to
section 14 of the Danish Financial Supervisory Authority's executive order no.
1228 of 22 October 2007 on takeover bids (the “Executive Order on Takeover
Bids”) and contains the Supervisory Board's opinion of the Tender Offer and the
reasons therefore.
1. Background
It appears from the Offer Document that Handelsbanken considers Lokalbanken to
be complementary to Handelsbanken in key areas. Lokalbanken is strongly
positioned in North Zealand, where Handelsbanken has a relatively weak market
position. Lokalbanken has particular expertise in retail banking, while
Handelsbanken is strongly positioned in the fields of corporate banking and
asset management.
As a result of the two banks' complementary operations, the offer of a
combination is not motivated by cost savings but by the prospects of income
synergies. Coupled with the fact that Lokalbanken is a well-run bank with highly
qualified employees, this means that Handelsbanken intends, to the greatest
extent possible, to keep Lokalbanken's operations unchanged, merely adding
greater strength and more opportunities for customers and employees.
2. About Handelsbanken
As described in the Offer Document, Handelsbanken was established in 1871 and is
the oldest company listed on the Stockholm Stock Exchange. Handelsbanken is a
Nordic universal bank whose home markets are Denmark, Finland, Norway, Sweden
and the United Kingdom. The bank has more than 650 branches. Handelsbanken's
organisation is divided into 11 regional banks, and Handelsbanken Danmark
currently has 40 branches. In addition, Handelsbanken is represented in all
major financial centres around the world.
Handelsbanken has a highly decentralised organisation. Each branch operates as
an autonomous unit, maintaining full responsibility for its own financial
results, staff budget and marketing activities. The branches serve all
customers, regardless of size, and can draw on specialist functions at the head
office as and when required.
Handelsbanken's overall corporate goal is to generate higher profitability
(measured as return on equity) than the average for its peer banks in the home
market. Two fundamental factors that must be present to achieve this goal are
having 1) more satisfied customers than peer banks and 2) lower costs.
3. Tender Offer
The Tender Offer is inter alia conditional upon:
Handelsbanken, as a result of the Tender Offer, through market transactions or
otherwise, becoming the owner of more than 90% of the share capital and the
voting rights in Lokalbanken, and
the shareholders of Lokalbanken, at an extraordinary general meeting expected to
be held on 9 October 2008, resolving to repeal the provisions on ownership and
voting restrictions of the articles of association (articles 3.a and 7 (3 and
4)) and references hereto in articles 2 (4), 2 (6) and 3 (4).
Handelsbanken has obtained permission from the Danish Financial Supervisory
Authority, in accordance with section 61 (1) of The Danish Financial Business
Act, to acquire the shares of Lokalbanken.
Handelsbanken intends, if following settlement of the Tender Offer Handelsbanken
has acquired more than 90% of the share capital and the voting rights in
Lokalbanken, to initiate compulsory redemption of the remaining shares pursuant
to the rules of the Danish Public Companies Act and in this connection to apply
to have the shares of Lokalbanken delisted from the OMX Nordic Exchange
Copenhagen.
4. Advantages and disadvantages to Lokalbanken's shareholders in connection with
the Tender Offer
Lokalbanken's Supervisory Board has reviewed and analysed the Tender Offer in
order to form an opinion of the offer. In that context, the following
advantages and disadvantages of the Tender Offer can be highlighted:
4.1. Advantages
At a price of DKK 300 per share of DKK 20 nominal value, the Tender Offer
represents a premium of 135% relative to the average share price on 12 September
2008, the last trading day before the Tender Offer was announced.
Consideration is paid in cash, allowing the shareholders to freely dispose of
their funds.
4.2. Disadvantages
The selling shareholder will not be able to capitalise on a potential increase
in the Lokalbanken's value after the transaction.
The shareholders will no longer be co-owners of the region's local bank.
5. Other board considerations
In submitting this statement, Lokalbanken's Supervisory Board has noted:
that the desire for a combination is not motivated by cost savings but by income
synergies;
that Handelsbanken to the greatest extent possible intends to build on the
bank's local presence;
that Handelsbanken will make every effort to ensure that the acquisition of
Lokalbanken will not lead to staff or salary reductions;
that employees of Lokalbanken will be offered better opportunities for personal
as well as professional development at Handelsbanken;
that none of Lokalbanken's existing branches will be closed in connection with
the merger;
that Lokalbanken's local community involvement will be retained;
that Handelsbanken intends to delist Lokalbanken from the OMX Nordic Exchange
Copenhagen;
that Handelsbanken's Tender Offer is not subject to a further review of the
bank's data (due diligence);
that Lokalbanken will lose its independence; and
that Lokalbanken's Committee of Shareholders has unanimously recommended the
Tender offer.
Bruno Riis-Nielsen, the CEO of Lokalbanken, will become a member of the
Executive Board of Handelsbanken Danmark (a branch of Svenska Handelsbanken AB
(publ)), and his responsibilities will include the integration of the two banks.
Following the combination, the members of Lokalbanken's management team will be
offered key positions in the combined bank.
Members of Lokalbanken's Supervisory Board will become members of the
Supervisory Board of Handelsbanken Danmark, and members of Handelsbanken
Danmark's Supervisory Board will become members of the Supervisory Board of
Lokalbanken. Handelsbanken's current chairman in Denmark, Håkan Sandberg, will
become chairman of Lokalbanken's Supervisory Board.
Members of Lokalbanken's Committee of Shareholders will be given the opportunity
to join Handelsbanken's banking council for North Zealand.
The Supervisory Board's statement in connection with the Tender Offer does not
preclude others from submitting a tender offer for Lokalbanken's shares
according to the applicable rules on competing offers. In relation to
Handelsbanken, the Supervisory Board is free to assess and account for any such
higher tender offer.
6. The Supervisory Board's opinion on the Tender Offer
Pursuant to section 14 of the Executive Order on Takeover Bids, the Supervisory
Board must express its opinion on the following components of the Tender Offer,
and the Supervisory Board's opinion is set out next to each specific component:
The Supervisory Board's opinion of the Tender Offer:
Lokalbanken's Supervisory Board takes a positive view of the fact that
Lokalbanken can attract a prospective buyer who is prepared to pay a fair
premium compared with the quoted market price.
The reasons for the Supervisory Board's opinion:
The Supervisory Board takes a positive view of the Tender Offer because the
current and anticipated future financial climate for local banks will make it
difficult and time-consuming to build a value that equals the price offered.
The Supervisory Board's opinion of all Lokalbanken's interests, specifically
employment, and Handelsbanken's strategic plans for Lokalbanken and their likely
consequences for employment and the locations of the places of business as set
out in the Tender Offer:
The Tender Offer focuses on the bank's shareholders, clients and employees. The
buyer has acknowledged that the Tender Offer is based on income synergies, which
means that the employees are offered continued employment and that no branches
will be closed. Thus, the local representation is retained, involving
substantial decentralised decision-making powers for the benefit of
Lokalbanken's customers.
Overall, the Supervisory Board considers the Tender Offer to be attractive both
in terms of price and in relation to the bank's development potential and all of
its stakeholders.
7. Conclusion statement to Lokalbanken's shareholders
Based on the above evaluation of advantages and disadvantages of the Tender
Offer and other matters described in this statement, Lokalbanken's Supervisory
Board has unanimously resolved to recommend that the shareholders accept the
Tender Offer.
In that context, it is noted that Lokalbanken's Chairman, who personally and
through a controlled company owns 7,168 shares of DKK 20 nominal value,
corresponding to 0.27% of the share capital, and Lokalbanken's CEO, who owns
4,260 shares of DKK 20 nominal value, corresponding to 0.16% of the share
capital, have irrevocably accepted to sell their respective shareholdings to
Handelsbanken at the Offer Price immediately after the Tender Offer has been
announced.
Lokalbanken has irrevocably given Handelsbanken the right to buy the company's
portfolio of treasury shares, corresponding to 174,155 shares of DKK 20 nominal
value, corresponding to 6.45% of the share capital, at the Offer Price. In order
to exercise in full or in part its right to buy such shares from Lokalbanken,
Handelsbanken must inform Lokalbanken thereof in writing, and any transfer must
take place not later than three trading days after such written notice has been
submitted to Lokalbanken. Furthermore, Lokalbanken has irrevocably accepted not
to sell its portfolio of treasury shares to any party other than Handelsbanken
during the offer period and in a period of up to 30 days after the Tender Offer
has been completed.
The above undertakings from Lokalbanken and Lokalbanken's CEO and Chairman will
not lapse in case any competing offers are made during the Offer Period.
8. Other matters
Immediately after the Offer Document is announced, Lokalbanken's Supervisory
Board will announce its opinion on the Tender Offer to representatives of the
bank's employees in accordance with section 14(3) of the Executive Order on
Takeover Bids.
Lokalbanken will send this statement to all registered shareholders, and the
statement will also be available at www.lokalbanken.dk.
Sincerely yours,
Lokalbanken I Nordsjælland a/s
The Supervisory Board of Lokalbanken i Nordsjælland a/s
For further information, call:
Erik Michael Uttenthal
Chairman
Tel. +45 2029 1514
Statement by the Supervisory Board in connection with the voluntary tender offer submitted by Handelsbanken on 15 September 2008
| Quelle: Lokalbanken i Nordsjælland A/S
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