Announcement • May 22
Nykredit Realkredit A/S completed the acquisition of remaining 80.4% stake in Spar Nord Bank A/S (CPSE:SPNO) from The Spar Nord Foundation and others
Nykredit Realkredit A/S made a tender offer to acquire remaining 80.4% stake in Spar Nord Bank A/S (CPSE:SPNO) from The Spar Nord Foundation and others for DKK 19.3 billion on December 10, 2024. A cash consideration valued at DKK 210 per share will be paid by Nykredit Realkredit A/S. Upon completion, Nykredit Realkredit A/S will own 100% stake in Spar Nord Bank A/S. The consideration for the shares to be acquired under the Offer consists solely of a cash payment. Nykredit has fully financed the offer, and the offer is made without reservations relating to financing. If, on completion of the Offer or at a later time, Nykredit obtains an ownership interest of more than 90% in Spar Nord Bank, Nykredit expects to complete a compulsory acquisition of the remaining shareholders.
Completion of the Offer is subject to the satisfaction of certain conditions, including Nykredit obtaining the necessary approvals and permissions from the FSA and the Danish Competition and Consumer Authority, and Nykredit owning or having received valid acceptances from the shareholders with respect to Spar Nord Bank shares representing in aggregate at least 67% of Spar Nord Bank’s share capital and voting rights, exclusive of Spar Nord Bank’s treasury shares at the time of completion of the Offer, at the end of the acceptance period. Spar Nord Bank’s board of directors unanimously intends to recommend the shareholders to accept the Offer, once it is submitted. The board statement concerning the Offer is expected to be published immediately upon Nykredit’s publication of the final offer document when it has been approved by the FSA. The Offer is expected to be completed during the first half of 2025. The Offeror reserves the right to withdraw or terminate the Offer if one or more of the Conditions have not been satisfied on expiry of the Offer Period, cannot be satisfied, or it becomes evident that one or more Conditions will not be satisfied. Upon Completion or at a later date, the Offeror obtains the requisite number of Spar Nord Bank Shares required under Danish Law to initiate a delisting, the Offeror intends to seek to have the Spar Nord Bank shares removed from trading and listing on Nasdaq Copenhagen. The offer period (the “Offer Period”) commences on January 8, 2025 and ends on February 19, 2025. As of February 18, 2025, Nykredit extends the Initial Offer Period, such that the Offer will expire on March 20, 2025. The purpose of the extension is to provide Nykredit with more time to obtain the approval from the Danish Competition and Consumer Authority required to complete the Offer. The process to obtain such approval from the Danish Competition and Consumer Authority is proceeding as planned. The Supplement has been approved by the Danish FSA on 18 February 2025 in accordance with section 9(4) and section 9(5) of the Danish Takeover Order. Completion is subsequently expected to take place on March 28, 2025. As of March 18, 2025, the shareholders in Spar Nord who have accepted a tender offer from Nykredit for Spar Nord will probably have to wait even longer to sell their shares, fact that Nykredit extended the tender offer a month ago so that it expires on Thursday. On March 19, 2025, Nykredit extends the offer period concerning the recommended, voluntary public tender offer for Spar Nord Bank A/S until April 3, 2025. The purpose of the extension is to provide Nykredit with time to obtain the approval from the Danish Competition and Consumer Authority required to complete the Offer. If the approval from the Danish Competition and Consumer Authority has not been granted by the expiry of the Extended Offer Period, Nykredit expects to extend the offer period further. At the date of this Supplement, the Offeror holds 38,590,475 Spar Nord Bank Shares, corresponding to 32.79 per cent of the share capital and voting rights in Spar Nord Bank. If the Offer is not extended further than to April 3, 2025 at 23:59 (CEST), Completion is expected to take place on April 11, 2025, although Nykredit reserves the right to further extend the Offer Period (one or more times) in accordance with the terms and conditions set out in section 6.10 of the Offer Document and section 9 of the Danish Takeover Order. Such further extension will result in the date of Completion being extended correspondingly. As of April 2, 2025, Nykredit Realkredit extended the offer expiration date to April 24, 2025. The extension will result in increase of Offer price by DKK 0.5 per share. The purpose of the extension is to provide Nykredit with time to obtain the approval from the Danish Competition and Consumer Authority required to complete the Offer. If the approval from the Danish Competition and Consumer Authority has not been granted by the expiry of the Extended Offer Period, Nykredit expects to extend the offer period further. Completion is subsequently expected to take place on May 2, 2025. With this Supplement, Nykredit extends the Offer Period, such that the Offer will now expire on 20 May 2025. If the Offer is not extended further than to 20 May 2025, Completion is expected to take place on 28 May 2025, although Nykredit reserves the right to further extend the Offer Period. At the date of this Supplement, the Offeror holds 38,590,475 Spar Nord Bank Shares, corresponding to 32.79% of the share capital and voting rights in Spar Nord Bank. As on May 7, 2025, Nykredit states that it continues to expect to complete the acquisition of Danish bank Spar Nord in the first half of 2025 despite an extended approval process. As on May 20, 2025, Nykredit announces receipt of approval from the Danish Competition and Consumer Authority, after which all regulatory approvals required to implement the voluntary takeover offer for Spar Nord Bank A/S have been received. Completion of the Offer remains subject to fulfilment of the remaining conditions. The offer period expires on 20 May 2025.
Deloitte Corporate Finance acted as financial adviser to Nykredit. Haagen & Møller Advokatpartnerselskab acted as legal adviser to Nykredit with respect to Danish law. Reuven B. Young and Mark Chalmers of Davis Polk & Wardwell London LLP acted as legal adviser to Nykredit with respect to US and UK law. Accura Advokatpartnerselskab acted as legal advisor to Spar Nord Bank. Carnegie Investment Bank, Filial Af Carnegie Investment Bank Ab (publ), Sverige acted as financial advisor to Spar Nord Bank and ABG Sundal Collier ASA acted as financial advisor to The Spar Nord Foundation.
Nykredit Realkredit A/S completed the acquisition of remaining 80.4% stake in Spar Nord Bank A/S (CPSE:SPNO) from The Spar Nord Foundation and others on May 20, 2025. Nykredit Realkredit A/S will implement compulsory acquisition procedures of the remaining shares. As of May 22, 2025, Lars Krull at Aalborg University in Denmark has expressed concerns about the competition authorities' unconditional approval of Nykredit's acquisition of Spar Nord.
