8/29/2002 4:21 AM EST
Kaupthing Bank hf. ("Kaupthing"), an Icelandic bank, is making a public
share offer (the "Offer") for the Swedish bank JP Nordiska AB (publ)
("Nordiska") of which Kaupthing already holds 28%. Kaupthing regards the
Offer as an appropriate response to the current market conditions, where
restructuring and consolidation is needed. Kaupthing has operations in
Reykjavík, Stockholm, Copenhagen, Helsinki, the Faeroe Islands,
Luxembourg, New York and Geneva.
· Kaupthing has decided to submit the Offer to the shareholders of
Nordiska. For each share in Nordiska, 9.55 shares in Kaupthing will be
offered. Kaupthing will apply for a listing in Stockholm and trading in
the shares of Kaupthing is intended to begin in Stockholm immediately
after payment.
· Based on the latest closing price for the Kaupthing shares and the
Nordiska shares respectively before the announcement of the Offer, the
bid corresponds to approximately SEK 12.0 per share in Nordiska,
representing an acquisition premium of approximately 41% (SEK 3.5 per
share). Based on the closing price during the last 30 trading days, the
premium amounts to 46%.
· With this acquisition, Kaupthing will continue its strategy of
expanding its investment banking operations in the Nordic countries and
actively participate in the ongoing consolidation of the banking
business in Sweden.
· Kaupthing believes that significant cost and income synergies can
be achieved with Nordiska as a subsidiary and that this will facilitate
future restructuring activities of Nordiska.
· Aside from Kaupthing, the largest shareholder of Nordiska is Lars
Magnusson 1) ,who controls approximately 13% of the shares in Nordiska.
Lars Magnusson has declared that he is looking positively on Kaupthing
strengthening its influence over Nordiska. The other larger shareholders
are also informed, but have not yet made any statements on the matter.
·
The Offer from Kaupthing
Kaupthing has decided to submit a public offer to the shareholders of
Nordiska to acquire all shares outstanding in Nordiska.
The shareholders of Nordiska are being offered
· 9.55 shares in Kaupthing for each share in Nordiska.
No brokerage commission will be payable.
Conditions of the Offer
· That the Offer is accepted to such an extent that Kaupthing becomes
the holder of more than 90% of the shares in Nordiska, on a fully
diluted basis. However, Kaupthing reserves the right to complete the
Offer even in case of a...