Aabenraa, Denmark, 2013-11-11 08:55 CET (GLOBE NEWSWIRE) --
Sydbank and the board of directors of DiBa Bank A/S have agreed that Sydbank will submit a public purchase offer as recommended by the board of directors of DiBa Bank A/S for all shares in DiBa Bank A/S.
Sydbank will submit a purchase offer of DKK 145 per share of DKK 20 nominal in DiBa Bank A/S and will publish as soon as possible and within 4 weeks an offer document. Payment will be effected in cash (two thirds) and in Sydbank shares (one third). Until the offer document is released Sydbank may change the entire payment into cash.
The offer is conditional also on the following:
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- acceptance of the purchase offer by at least 90% of the share capital in DiBa Bank A/S
- cancellation of the voting ceiling in the articles of association of DiBa Bank A/S
- the necessary regulatory approvals as regards competition law
- no new shares in DiBa Bank A/S are issued
- no dividend distribution in DiBa Bank A/S
- no significant negative changes in DiBa Bank A/S
With an acquisition of DiBa Bank, Sydbank aims to strengthen its market position in Zealand and Sydbank assesses that synergies between DiBa Bank and Sydbank’s existing activities in Zealand can be achieved. According to Sydbank’s methods of determination the cash purchase price of DKK 478.5m for all shares in DiBa Bank A/S exceeds the fair value of the acquired assets, liabilities and contingent liabilities, resulting in a difference between the purchase price and the fair value of around 50% of the purchase price which will be recognised as goodwill and value of customer relations.
An acquisition of DiBa Bank will have a limited effect on Sydbank’s solvency following full integration of DiBa Bank.
