OP-Pohjola has announced a public voluntary bid for Pohjola shares

| Source: OP Yrityspankki Oyj OP Yrityspankki Oyj


POHJOLA BANK PLC
Stock exchange release
6 February 2014, 8.05 am

NOT TO BE RELEASED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG OR IN ANY OTHER STATE IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.  

OP-Pohjola has announced a public voluntary bid for Pohjola shares

OP-Pohjola Group Central Cooperative announced today a public voluntary bid (the "Bid") for all outstanding Series A and K shares in Pohjola at a bid price of EUR 16,80 per share (the "Bid Price"). OP-Pohjola expects the bid period to begin on 22. February 2014 and end by 1. April 2014.

The Board of Directors of Pohjola Bank plc recognises the industrial logic underlying the Bid, as stated in the announcement. The Bid Price includes a premium of 18.1% from the closing price immediately before the announcement of the Bid and a premium of 16.6% with respect to the weighted average trading price over the past three months.

The Board of Directors has considered that the approach by OP-Pohjola has been serious as provided in the Helsinki Takeover Code (Ostotarjouskoodi). The Board of Directors has resolved that entering into negotiations with OP-Pohjola, including the possibility for OP-Pohjola to conduct due diligence regarding Pohjola, has been in the interests of all Pohjola's shareholders. The Bid provides a reasonable alternative for shareholders in prevailing circumstances where

  • OP-Pohjola Group Central Cooperative holds directly or indirecly 39.3 % of the shares and 62.4  % of the votes in Pohjola and is the central institution of OP-Pohjola Group;  

  • Pohjola's regulatory environment is changing due to increasing capital requirements, among other things;  

  • OP-Pohjola Group will possibly increase its capitalisation targets, as announced by OP-Pohjola concurrently with the Bid; and  

  • the liquidity of the Pohjola shares may decrease as a result of the Bid. 

The Board of Directors will assess the Bid in its entirety and its merits from the perspective of Pohjola and its shareholders, after which the Board of Directors will issue a statement concerning the Bid pursuant to applicable regulation in due course (expected by 14 February 2014). Pohjola's Board of Directors has set up a committee consisting of Board members with no ties to OP-Pohjola Group Central Cooperative or the Bid to prepare the assessment by Pohjola of the Bid. The committee members are Tom von Weymarn (Chairman), Jukka Hienonen and Mirja-Leena (Mirkku) Kullberg. To meet quorum requirements, Board members Jukka Hulkkonen and Marjo Partio have participated in Board meetings regarding the Bid to the extent that decisions have been required to be taken. Hulkkonen and Partio do not have a conflict of interest in the matter, but have certain ties to the Bid as defined in the Helsinki Takeover Code. Hulkkonen and Partio have not taken part in preparing the decisions relating to the Bid. Reijo Karhinen (Chairman of the Board of Directors), Tony Vepsäläinen (Vice Chairman of the Board of Directors) and Harri Sailas (Board member) have not taken part in either any preparatory measures or any decision-making by Pohjola regarding the Bid.

Pohjola has in relation to the Bid agreed to provide to OP-Pohjola a credit limit on arm's length terms on the basis of Pohjola's task to fulfil the funding needs of OP-Pohjola Group as OP-Pohjola Group's central financial institution. The credit limit concerns the acquisition of Series A shares, and its granting is based on Section 35 of the Act on Credit Institutions, among other things.
In matters related to the Bid by OP-Pohjola, Pohjola has committed itself to complying with the Helsinki Takeover Code (Ostotarjouskoodi) referred to in Chapter 11, Section 28 of the Securities Markets Act.

Pohjola has appointed Deutsche Bank AG (London Branch) to act as its financial adviser and Hannes Snellman Attorneys Ltd to act as its legal counsel with respect to the Bid.

Pohjola Bank plc
Carina Geber-Teir
Chief Communications Officer

For more information, please contact:

Tom von Weymarn, Chairman of the independent committee

Please contact OP-Pohjola Pressroom for an interview +358 505239904

DISTRIBUTION
NASDAQ OMX Helsinki
LSE London Stock Exchange
SIX Swiss Exchange
Major media
pohjola.com, op.fi


Pohjola is a Finnish financial services group which provides its customers with banking, non-life insurance and asset management services. Our mission is to promote the sustainable prosperity, security and well-being of our customers. Profitable growth and an increase in company value form our key objectives. Pohjola Group serves corporate customers in Finland and abroad by providing an extensive range of financial, investment, cash- management and non-life insurance services. We offer non-life insurance and private banking services to private customers. Pohjola Series A shares have been listed on the Large Cap List of the NASDAQ OMX Helsinki since 1989. The number of shareholders totals around 32,000. Pohjola's consolidated earnings before tax came to 473 million euros in 2013 and the balance sheet total amounted to 44 billion euros on 31 December 2013. Pohjola is part of OP-Pohjola Group, the leading financial services group in Finland with 4.3 million customers. 
www.pohjola.com


Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the Financial Conduct Authority.  Details about the extent of Deutsche Bank AG's authorisation and regulation by the Financial Conduct Authority are available on request. Deutsche Bank AG, London Branch is acting as financial adviser to Pohjola Bank plc and no one else in connection with the contents of this announcement and will not be responsible to anyone other than Pohjola Bank plc for providing the protections afforded to clients of Deutsche Bank AG, London Branch, nor for providing advice in relation to any matters referred to herein.

THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND DOES NOT CONSTITUTE AN OFFER OR AN INVITATION TO MAKE A SALES OFFER. NO TENDER OFFER WILL BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE OFFERING OR OFFER PARTICIPATION WOULD BE PROHIBITED BY APPLICABLE LAW, OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR ANY OTHER REQUIREMENT WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND. IN PARTICULAR, NO TENDER OFFER WILL BE MADE DIRECTLY OR INDIRECTLY IN OR INTO, OR BY USE OF THE POSTAL SERVICE OR ANY OTHER MEANS (INCLUDING, WITHOUT LIMITATION, FACSIMILE, TELEX, TELEPHONE OR THE INTERNET) OR ANY FACILITIES OF A SECURITIES EXCHANGE OF, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG.