Not for release in or into the U.S., Canada, Australia or Japan Alm. Brand Bank A/S (the “Bank”), CVR no. 81753512, has today resolved to make a conditional cash tender offer (the “Tender Offer”) to all shareholders for all of the issued B shares of Alm. Brand Pantebreve A/S, CVR no. 16266019, (“Alm. Brand Pantebreve”). The Tender Offer is open to all Alm. Brand Pantebreve shareholders at a price of DKK 16.50 per Alm. Brand Pantebreve B share of a nominal value of DKK 100. The consideration for the Bank's contemplated acquisition of Alm. Brand Pantebreve shares will be financed by the Bank's existing cash resources. The board of directors of Alm. Brand Pantebreve has unanimously recommended that Alm. Brand Pantebreve's shareholders accept the Tender Offer. As of today's date, the Bank owns 76.3 percent of the share capital in Alm. Brand Pantebreve and 88.7 percent of the voting rights. Tender Offer • The consideration offered under the Tender Offer is DKK 16.50 in cash per Alm. Brand Pantebreve B share of a nominal value of DKK 100. The Tender Offer Document is expected to be released today and, the Tender Offer, unless extended, is expected to expire on Wednesday, 10 November 2010 (the “Offer Period”). If the conditions of the Tender Offer are either met or waived at that time, settlement is expected on or before Wednesday, 17 November 2010. • The offer price represents a premium of approximately 27 percent for B shares over the closing share price of the Alm. Brand Pantebreve B shares on 11 October 2010. • The completion of the Tender Offer is subject to fulfilment or waiver of certain conditions, including the Bank's holding or receipt of valid acceptances of the Tender Offer as at the expiry of the Offer Period in respect of an aggregate of more than 90 percent of Alm. Brand Pantebreve's share capital and voting rights as determined pursuant to s. 70 of the Danish Companies Act. • Upon completion of the Tender Offer, the Bank intends (i) to request that an extraordinary general meeting of Alm. Brand Pantebreve be convened with a view to having the shareholders authorize the board of directors to apply for a de-listing of the Alm. Brand Pantebreve B shares from NASDAQ OMX Copenhagen A/S, and (ii) to initiate a compulsory acquisition procedure with a view to acquiring the remaining Alm. Brand Pantebreve shares. • For more information about the Tender Offer, including information on all terms and conditions and instructions on how to accept the Tender Offer and an announcement by the board of directors of Alm. Brand Pantebreve including a recommendation of the Tender Offer, reference is made to the Offer Document, which is expected to be released today through NASDAQ OMX Copenhagen A/S. • The Offer Document, including the acceptance form, the offer advertisement and the announcement by the board of directors of Alm. Brand Pantebreve will be distributed to Alm. Brand Pantebreve's registered shareholders by Alm. Brand Pantebreve, except to shareholders resident in jurisdictions in which the Tender Offer or the acceptance thereof would be restricted by applicable law. • Following release of the Offer Document, copies (available in Danish only) will upon request be available from Alm. Brand Bank on tel. +45 35 47 70 14 or mail abrnpu@almbrand.dk, and will also be available on www.almbrand.dk and www.pantebreve.almbrand.dk. Disclaimer The Tender Offer is not being made to shareholders whose acceptance of the Tender Offer requires an offer document, registration or measures other than those required by Danish law. This announcement is provided for information purposes only and does not constitute an offer or invitation to acquire or dispose of any securities or investment advice in any jurisdiction. This announcement contains “forward-looking statements” with respect to certain of the Bank's and/or Alm. Brand Pantebreve's plans and their current goals and expectations relating to their future financial condition, performance and results and other similar matters. Forward-looking statements may be identified by words such as “believe”, “belief”, “intend”, “may”, “plan”, “should”, “would” or other similar expressions. By their nature, forward-looking statements involve substantial risk and uncertainties because they relate to future events and circumstances which the Bank and Alm. Brand Pantebreve are not able to accurately predict or which are beyond the control of the Bank and/or Alm. Brand Pantebreve, including, amongst other things, Danish domestic and global economic business conditions, market-related risks, such as fluctuations in interest rates and exchange rates, the policies and actions of regulatory authorities, the impact of competition, inflation, deflation, the timing impact and other uncertainties of future acquisitions or mergers within relevant industries, as well as the impact of tax and other legislation and other regulations in the jurisdictions in which the Bank, Alm. Brand Pantebreve and their respective affiliates operate. As a result, the actual future financial condition, performance and results of the Bank or Alm. Brand Pantebreve may differ materially from the plans, goals and expectations set forth in any forward-looking statement. Before making a decision to tender Alm. Brand Pantebreve Shares in the Tender Offer, Alm. Brand Pantebreve Shareholders should be aware that the occurrence of any such event could have a material adverse effect on the Bank's and/or Alm. Brand Pantebreve's future financial conditions and results. Any forward-looking statement made by either the Bank or Alm. Brand Pantebreve speaks only as of the date of the Offer Document. Neither the Bank and/nor Alm. Brand Pantebreve undertakes any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, save in respect of any requirement under applicable laws, rules or regulations. Please direct any questions regarding this announcement to Bo Chr. Alberg, Managing Director, on tel. +45 35 47 48 49 or Susanne Biltoft, Head of Information and Investor Relations, on tel. +45 35 47 76 61 or 40 30 76 61. Yours sincerely, Alm. Brand Bank A/S Ole Joachim Jensen Chief Executive
Alm. Brand Bank A/S announces a recommended voluntary cash offer to purchase all B shares of Alm. Brand Pantebreve A/S
| Source: Alm. Brand A/S