NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTOTHE UNITED STATES ,CANADA ,AUSTRALIA ORJAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR SIMILAR ACTS. Press releaseStockholm /Oslo ,21 January 2021 SBB launches enhanced tender offer to acquireEntra and create the leading European social infrastructure player Publication of Combined Offer Document and Exempted Document I. SUMMARY HIGHLIGHTS Further to the announcement made by Samhällsbyggnadsbolaget iNorden AB ("SBB") on23 December 2020 , SBB hereby announces the launch of its revised tender offer to acquire all outstanding shares inEntra ASA ("Entra ") (the "Enhanced Offer"). Under the terms of the Enhanced Offer,Entra shareholders are offered a fixedNOK 190 perEntra share (the "Offer Price "), delivered asNOK 123.50 (65% of the total consideration) in cash (the "Cash Consideration") andNOK 66.50 (35%) in new SBB ClassB Shares (the "Share Consideration"). A Highly Attractive Proposal for Entra Shareholders o Compelling value: the Offer Price ofNOK 190 perEntra share represents a premium of o 45.4% compared toEntra's volume-weighted average share price during the three months to23 November 2020 (1); o 32.2% toEntra's closing share price on23 November 2020 (2); and o 15.0% to the all-time high closing share price forEntra in the period prior to SBB's initial offer announced on24 November 2020 (3). The Offer Price further represents a 18.8% premium to the EPRA Net Asset Value ofEntra as at30 September 2020 (4) and a premium ofNOK 5 perEntra share relative to the EPRA Net Reinstatement Value ("NRV") ofNOK 185 perEntra share implied byEntra's portfolio revaluation announced on9 December 2020 , which was 14.2% higher than the EPRA NRV as at30 September 2020 (5). o High certainty consideration: the consideration mix offersEntra shareholders significant certainty of value as 65% of the consideration will be delivered as cash, and the remaining 35% will be delivered as fixed value share consideration that insulatesEntra shareholders from movements in SBB's share price until the Enhanced Offer is declared unconditional by SBB. o Opportunity to benefit from further upside: the Enhanced Offer providesEntra shareholders with shares in the enlarged group and, therefore, a pro rata share of strategic and financial benefits of the combination.Entra shareholders seeking increased exposure to the combined group can, subject to certain restrictions, seek to do this through the mix-and-match facility. Further, SBB will pursue a listing of its Class B shares on theOslo Stock Exchange in 2021 (subject to certain conditions) to provideEntra shareholders the opportunity to trade SBB shares on a local platform. o Attractive financial profile: SBB expects the transaction to be accretive to its Funds From Operations per share in the first year following completion and has identified aggregate pre-tax run-rate synergies of approximatelySEK 260 million per annum, of which the majority are related to financing synergies. SBB remains focused on maintaining a sound balance sheet and believes the combined group would be well-positioned to achieve the target credit rating of BBB+ in the medium term. o Strong industrial logic: the combination would create the pre-eminent social infrastructure company inEurope with a uniquely-positioned portfolio of social infrastructure properties, with a well-diversified tenant base, virtually perpetual leases and almost full occupancy underpinned by the strong sovereign credit ratings of the Nordic countries. The combined group will maintain its commitment to become the most sustainable real estate company in the world by 2030. o Superior platform for continued growth inNorway : SBB has a significant footprint inNorway with approximatelyNOK 18 billion of real estate assets as of30 September 2020 , representing c. 22% of SBB's total property value. Combined withEntra's high-quality portfolio, SBB will build onEntra's role as a provider of flexible, environmentally friendly premises for predominantly public service tenants in and around the four largest cities inNorway . In addition, SBB is continuing the discussions with a leading Norwegian institution with substantial real estate exposure to partner up and back SBB's bid and strategy inNorway going forward. Any developments in these discussions will be announced to the market through announcements of SBB's ticker on NasdaqStockholm (ticker code "SBB B"). Comments from the CEO of SBB "We firmly believe our offer constitutes the most attractive proposal forEntra shareholders given its superior premium combined with 65% settlement in cash and a highly certain share consideration which also allowsEntra shareholders to continue benefiting from the upside of a strong industrial combination. The combination has a differentiated and strong industrial logic that will benefit all stakeholders. Together we will be stronger and even better positioned to offer flexible and competitive arrangements for our tenants, and our employees will find interesting job opportunities in a larger and more diversified group. We would be delighted to join forces withEntra , and we are certain that the combined entity will have a very exciting future as we are building the leading social infrastructure company inEurope and the most sustainable real estate company in the world." II. FURTHER DETAILS OF THE TENDER OFFER Key Offer Terms and StructureEntra shareholders are offeredNOK 190 perEntra share, which will be delivered as a combination ofNOK 123.50 in cash and a number of newly issued SBB ClassB Shares that represent a value ofNOK 66.50 , resulting in a 65% Cash Consideration and 35% Share Consideration mix. Further, Entra Shareholders will be offered a mix and match facility, whereby eachEntra shareholder, subject to certain restrictions, may elect to receive as much cash consideration or as much share consideration as possible for the tendered shares inEntra , as described in the Combined Offer Document. The share component of the offer is denominated as a fixed value perEntra share and the number of SBB Class B common shares that will be delivered under the Share Consideration will be calculated based on the volume-weighted average share price of the SBB ClassB Share during the last three trading days before the Enhanced Offer is declared unconditional by SBB, and based on the SEK/NOK exchange rate ofNorges Bank on the last of these three trading days. SBB reserves the right to settle the share-based consideration under the offer, in whole or in part, using cash. Offer Timeline and Conditionality The shareholders ofEntra may accept the Enhanced Offer in the period from and including today,21 January 2021 , to and including26 February 2021 at 16:30 hours (CET). SBB may at its sole discretion extend the offer period (one or more times), but the offer period will in no event be extended beyond 16:30 hours (CET) on1 April 2021 . Settlement is expected to take place as soon as SBB has announced that the conditions for the Enhanced Offer have been fulfilled or that SBB has decided to complete the Enhanced Offer by waiving any unfulfilled conditions. Settlement of the Cash Consideration is expected to take place on or around9 March 2021 under the current timetable. Settlement of the Share Consideration is expected to take place on or around15 March 2021 under the current timetable, following approval and publication of a listing prospectus. Completion of the Enhanced Offer is subject to certain customary conditions including, but not limited to, 90% minimum acceptance of the Enhanced Offer, waivable at SBB's sole discretion, as further set out in the Combined Offer Document (as defined below). There are no financing conditions for the offer and the Cash Consideration in the Enhanced Offer will be fully financed through a combination of cash on balance sheet, available credit lines and third party debt financing provided by Goldman Sachs via a bridge commitment. SBB confirms it has completed its due diligence onEntra , and accordingly the Enhanced Offer is not subject to a due diligence condition. SBB also confirms that it has satisfied the regulatory condition to its previously announced offer by obtaining clearance from theNorwegian Competition authorities. The resolution to issue the SBB ClassB Shares for the Share Consideration will be resolved by SBB's board of directors based on an existing authorisation granted by the annual general meeting held on27 April 2020 and is, as such, not subject to any approval by the general meeting. Furthermore, SBB will apply for a listing of its Class B shares on theOslo Stock Exchange to provideEntra shareholders the opportunity to trade SBB shares on a local platform, as further described in the Combined Offer Document. The complete terms and conditions for the Enhanced Offer, including procedures for how to accept the Enhanced Offer and detailed information regarding settlement, are set out in the Combined Offer Document. In connection with the offer, SBB has prepared a combined offer document and an "Exempted Document" (the "Combined Offer Document") pursuant to and in accordance with Article 1 (4) (f) of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation").Oslo Stock Exchange has in its capacity as takeover authority ofNorway pursuant to Section 6-14 of the Norwegian Securities Trading Act reviewed and approved the relevant parts of the Combined Offer Document relating to the Enhanced Offer, as further set out in the Combined Offer Document. The Combined Offer Document serves as a prospectus equivalent document for the purpose of offering shares to the public, cf. Section 7-1 of the Norwegian Securities Act cf. the Prospectus Regulation Article 1 (4) point (f). The Combined Offer Document is not a prospectus within the meaning of Regulation (EU) 2017/1129 of theEuropean Parliament and of the Counsel of14 June 2017 , and therefore it has not been subject to scrutiny and approval by the relevant competent authority as set out in Article 20 of Regulation 2017/1129. Subject to regulatory restrictions in certain jurisdictions, the Combined Offer Document is sent to all shareholders inEntra whose address appears inEntra's share register in the VPS as of25 January 2021 . The Combined Offer Document will also, subject to regulatory restrictions in certain jurisdictions, be available at http://www.arctic.com/entra and via link from https://corporate.sbbnorden.se/en/section/entra-tender-offer/ from today,21 January 2021 . Subject to regulatory restrictions in certain jurisdictions, hard copies of the Combined Offer Document may be obtained free of charge from the same date by contacting SBB orArctic Securities AS . Advisors:Arctic Securities ,Citigroup Global Markets Europe AG ,DNB Markets andGoldman Sachs International are acting as financial advisers to SBB.Arctic Securities is also acting as settlement agent for the Enhanced Offer. Goldman Sachs is also acting as Mandated Sole Arranger on the bridge facility.Advokatfirmaet Thommessen AS is acting as Norwegian legal counsel to SBB and Advokatfirman Vinge KB is acting as Swedish legal counsel to SBB.Advokatfirmaet Wiersholm AS is acting as Norwegian legal counsel to the Receiving Agent. For further information, please contact: Marika Dimming, Investor Relations at SBB Phone: +46 702 51 66 89 E-mail: ir@sbbnorden.se This is information that Samhällsbyggnadsbolaget iNorden AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was sent for publication, through the agency of the contact person set out above, on21 January 2021 , at08:45 a.m. (CET) . Footnotes: (1) Undisturbed 3-month volume-weighted average share price forEntra ofNOK 130.66 on23 November 2020 (source: Bloomberg). (2) Undisturbed closing price ofNOK 143.70 on23 November 2020 (source: Bloomberg). (3) Based on daily closing prices, with all-time high in the period prior to23 November 2020 ofNOK 165.20 on7 February 2020 (source: Bloomberg). (4) EPRA Net Asset Value ofNOK 160 as at30 September 2020 (source:Entra disclosures). (5) Based on reported EPRA Net Reinstatement Value ofNOK 162 as at30 September 2020 and valuation uplift equivalent toNOK 23 per share, as announced byEntra on9 December 2020 (source:Entra disclosures). About SBB: SBB was established inMarch 2016 , and is the leading Nordic social infrastructure property company. It has a portfolio acrossSweden ,Norway ,Finland andDenmark with a gross asset value ofSEK 81 billion as of30 September 2020 . SBB generates most of its income from the management of its social infrastructure property portfolio, which includes (i) community services properties, such as elderly care homes, schools and group housing, inSweden ,Norway ,Finland andDenmark and (ii) rent- regulated residential properties inSweden . SBB also generates additional income streams from property renovations, property development activities and real estate transactions. SBB's business model is to acquire and manage properties and deploy permanent capital to effectively generate sustainable and steady risk-adjusted returns. As of30 September 2020 , community services properties and rent-regulated residential properties accounted for approximately 78% and 16% of theSBB Group's total portfolio by gross asset value, respectively. SBB has built its business based on strong and difficult to replicate relationships with municipalities. SBB takes its responsibilities to the community very seriously by also developing building rights for social infrastructure. SBB's series B shares (ticker SBB B) and D shares (ticker SBB D) are listed on Nasdaq Stockholm, Large Cap. SBB's preference shares (ticker SBB PREF) are listed on Nasdaq First North Premier Growth Market. Certified Adviser isErik Penser Bank (contact: certifiedadviser@penser.se / +46 84638300). Please see www.sbbnorden.se for further information about SBB. IMPORTANT INFORMATION: This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of SBB. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This announcement is not for publication or distribution, directly or indirectly, in or intothe United States of America . This announcement is not an offer of securities for sale intothe United States . The securities referred to herein have not been and will not be registered under theU.S. Securities Act of 1933, as amended, and may not be offered or sold inthe United States , except pursuant to an applicable exemption from registration. No public offering of securities is being made inthe United States . The information contained herein does not constitute an offer of securities to the public in theUnited Kingdom . No prospectus offering securities to the public will be published in theUnited Kingdom . This announcement is only being distributed to and is only directed at (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth companies and other persons falling within Article 49(2)(a) to (d) of the Order; or (iii) persons to whom distributions may otherwise lawfully be made. This publication may contain specific forward-looking statements, e.g. statements including terms like "believe," "assume," "expect," "forecast," "project," "may," "could," "might," "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of SBB and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward- looking statements. SBB assumes no responsibility to up-date forward-looking statements or to adapt them to future events or developments. The financial advisors to SBB may engage in ordinary course trading activities in securities ofEntra ASA , which may include purchases or arrangements to purchase such securities.Goldman Sachs International is authorised by thePrudential Regulation Authority and regulated by theFinancial Conduct Authority and thePrudential Regulation Authority .Citigroup Global Markets Europe AG is authorised by theGerman Federal Financial Supervisory Authority (BaFin) and Bundesbank.Arctic Securities AS ,DNB Markets ,Goldman Sachs International andCitigroup Global Markets Europe AG are acting exclusively for SBB and no one else in connection with the transaction and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the transaction and will not be responsible to anyone other than SBB for providing the protections afforded to the clients ofArctic Securities ,DNB Markets ,Goldman Sachs International orCitigroup Global Markets Europe AG respectively nor for giving advice in relation to the transaction or any other arrangement referred to in this announcement. In conjunction with the offer,Arctic Securities AS ,Citigroup Global Markets Limited ,DNB Markets andGoldman Sachs International has been authorized by SBB to buy shares inEntra ASA on behalf of SBB. Notice toU.S. Holders The Enhanced Offer described in this announcement will be made for the shares ofEntra ASA , a Norwegian company, and is subject to Norwegian disclosure requirements, which are different from those ofthe United States . This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of theEntra ASA . At the time the Enhanced Offer is commenced, SBB will disseminate the Combined Offer documents as required by applicable law and shareholders ofEntra ASA should review such documents carefully. The Enhanced Offer will be made inthe United States pursuant to Section 14(e) of, and Regulation 14E under, theU.S. Securities Exchange Act of 1934, as amended, and otherwise in accordance with the requirements of Norwegian law.
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