Announcement of Board of Directors' Report on Mandatory Takeover Bid made on 7 June 2021
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.
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