Merger between Vestjysk Bank A/S and Den Jyske Sparekasse A/S
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Nasdaq Copenhagen A/S
17 December 2020
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, CANADA, AUSTRALIA, SINGAPORE, HONG KONG, JAPAN OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAW OR REGULATION.
Publication of merger announcement concerning the merger between Vestjysk Bank and Den Jyske Sparekasse
The boards of directors of Vestjysk Bank A/S ("Vestjysk Bank") and Den Jyske Sparekasse A/S ("Den Jyske Sparekasse") published a company announcement on 26 November 2020 concerning the resolution to propose a merger of the two banks. The corporate documents concerning the merger were published at the same time. Reference is also made to the two banks' company announcements of 10 December 2020 and of 11 December 2020 concerning, respectively, notices calling extraordinary general meetings on 13 January 2021 to implement the merger of the two banks and the Danish Competition and Consumer Authority's approval of the merger.
As part of the merger and the issuance of shares as consideration to the shareholders of Den Jyske Sparekasse, Vestjysk Bank and Den Jyske Sparekasse hereby publish a joint merger announcement (the "Merger Announcement") attached to this company announcement. The Merger Announcement contains information about the merger and its impact on Vestjysk Bank and Den Jyske Sparekasse and has been prepared in accordance with article 1(5)(f) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017.
In connection with the merger, all activities, assets, equity and liabilities of Den Jyske Sparekasse will be transferred to Vestjysk Bank (in the following referred to as the "Surviving Bank" when Vestjysk Bank is referred to as the surviving legal entity). As a result of the merger, Den Jyske Sparekasse will discontinue its operations as an independent legal entity on the date on which the merger takes legal effect and, accordingly, its shares will be removed from trading and listing on Nasdaq Copenhagen.
As a result of the merger, the shareholders of Den Jyske Sparekasse will receive 34 new shares in the Surviving Bank and a cash amount of DKK 28.17 as consideration for each share in Den Jyske Sparekasse. It should be noted that, in respect of certain shareholders, dividend tax on the cash consideration will be withheld.
The consideration to the shareholders of Den Jyske Sparekasse in the form of shares in the Surviving Bank will be implemented by way of a nominal capital increase of DKK 337,591,984 in Vestjysk Bank.
The shareholders of Den Jyske Sparekasse should consult their own tax advisors for the purpose of identifying the tax consequences for them of acquiring, holding and disposing of the shares in the Surviving Bank. Reference is also made to paragraph 10 "Tax matters" of the Merger Announcement.
Provided that the merger is adopted at the extraordinary general meetings on 13 January 2021 of each of the two banks and provided that the Danish Financial Supervisory Authority approves the merger, the merger is expected to be implemented immediately after the general meetings. Detailed information about the expected timetable for the merger is set out in paragraph 14 "Expected timetable for the Merger" of the Merger Announcement.
Any questions must be directed to Jan Ulsø Madsen, CEO, at tel. (+45) 96 63 21 04.
- Merger Announcement – Merger between Vestjysk Bank A/S and Den Jyske Sparekasse A/S
Vestjysk Bank A/S Den Jyske Sparekasse A/S
No prospectus will be prepared in connection with the merger as the Merger Announcement constitutes the document mentioned in article 1(5)(f) of the Prospectus Regulation (Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC).
In certain jurisdictions, the distribution of this announcement or the Merger Announcement and offer or sale of the new shares in Vestjysk Bank ("New Vestjysk Bank Shares") is restricted by law and/or subject to other restrictions. The Merger Announcement does not constitute an offer to sell or an invitation to buy New Vestjysk Bank Shares or a part thereof in any jurisdiction to any person to whom it would be unlawful to make such an offer or such an invitation. Vestjysk Bank and Den Jyske Sparekasse expect that persons residing outside Denmark into whose possession the Merger Announcement comes will personally obtain information about and comply with such restrictions.
This announcement and the Merger Announcement may not be used, distributed, forwarded, reproduced or in any other way made available, and the New Vestjysk Bank Shares may not, directly or indirectly, be offered or sold in the United States, Canada, Australia, Singapore, Hong Kong, Japan or in any other jurisdiction outside Denmark, unless such use or distribution or such offer, such sale or such utilisation is permissible under the applicable law of the jurisdiction in question, and Vestjysk Bank, and Den Jyske Sparekasse may request satisfactory documentation for this.
This announcement and the Merger Announcement contain forward-looking statements concerning Vestjysk Bank's (including as the Surviving Bank) and Den Jyske Sparekasse's financial positions, operating profits and activities. Except for statements concerning historical facts, all statements are forward-looking or may be deemed to be forward-looking statements. Forward-looking statements are statements concerning future expectations which are based on the managements' current expectations and assumptions and involve known and unknown risks and uncertainties which may cause their actual results, developments or events to be materially different from any results, developments or events expressed or implied by such forward-looking statements.
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