VESTJYSK BANK Announcement Of Board Of Directors' Report On Mandatory Takeover Bid Made On 7 June 2021
June 15 2021 - 1:30AM
UK Regulatory
TIDMVJBA
As we announced in the company announcement of 7 June 2021,
Aktieselskabet Arbejdernes Landsbank ("AL") has made a mandatory
takeover offer to the shareholders in Vestjysk Bank A/S ("Vestjysk
Bank") at a price of DKK 3.45 per share.
In accordance with section 22 of the Danish Executive Order no.
636 of 15 May 2020 on Takeover Bids (bekendtgørelse om
overtagelsestilbud), the board of directors of Vestjysk Bank has
assessed AL's takeover offer. The board of directors' report is
attached to this company announcement and forms an integral part of
this company announcement.
The following conclusion is stated in the board of directors'
report:
"The Board of Directors do not recommend that the Shareholders
accept the Takeover Bid.
The Board of Directors' recommendation is based on an overall
assessment of all facts, including the Board of Directors'
assessment of the advantages and disadvantages of the Takeover Bid
for the Shareholders.
The Board of Directors is of the opinion that, from a financial
perspective, the Offer Price does not represent an attractive offer
price in a public tender offer. The Offer Price was determined on
the basis of the price paid by the Offeror for shares acquired from
AP Pension Livsforsikringsselskab and Nykredit Realkredit A/S under
share purchase agreements of 24 March 2021.
The Board of Directors' recommendation is supported by a
fairness opinion obtained by the Board of Directors from its
financial advisor Deloitte Statsautoriseret
Revisionspartnerselskab.
Further, the Board of Directors draws the Shareholders'
attention to the following:
The Offer Price will allow the Shareholders to dispose of their
shares at a price which they would not necessarily be able to get
if the price for the Shares drops after the expiry if the Offer
Period due to circumstances which may or may not be related to
Vestjysk Bank.
As long as the Offeror's ownership interest in the Company
continues to constitute at least one-third of all Shares and voting
rights, the Offeror may increase its ownership interest in the
Company after the end of the Offer Period without being required to
make a new tender offer to the Shareholders.
The above conclusion must be read together with the report in
its entirety."
The board of directors' report is also available at the website
of Vestjysk Bank.
Vestjysk Bank A/S
Board of Directors
Vestjysk Bank A/S
Torvet 4-5
DK-7620 Lemvig
Telephone +45 96 63 20 00
CVR no. 34 63 13 28
www.vestjyskbank.dk
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION
IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE
A VIOLATION OF APPLICABLE LAW OR REGULATIONS IN THE JURISDICTION IN
QUESTION.
Attachment
-- Bestyrelsesredegørelse
https://ml-eu.globenewswire.com/Resource/Download/a570659b-8fe5-49f4-b2ec-183e39c65163
(END) Dow Jones Newswires
June 15, 2021 02:30 ET (06:30 GMT)
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