Further to the announcement made by Samhällsbyggnadsbolaget i Norden AB ("SBB") on 24 November, SBB hereby announces the launch of the voluntary tender offer to acquire all outstanding shares in Entra, not owned by persons in or from jurisdictions where making of the Offer is unlawful.
Under the terms of the Offer, Entra shareholders are offered NOK 165 per Entra share, delivered as NOK 115.5 in cash and an amount of NOK 49.5 in new SBB Class B Shares. This represents a premium of 26.3% compared to Entra’s three month volume-weighted average share price on 23 November 2020, and a premium of 14.8% compared to Entra’s closing share price on 23 November 2020. Under the terms of the Offer, which represents an equity value of NOK 30 billion for Entra's entire share capital, Entra shareholders would receive 70% of the consideration as cash, with 30% delivered as SBB Class B Shares.
CEO Ilija Batljan comments:
"We firmly believe that our NOK 165 Offer is the most attractive proposition for Entra shareholders, which offers a meaningful premium, certain value given the large cash component, certainty on the value of the stock component given our offer structure and an opportunity to participate in the upside of a strong industrial combination. We are building the leading social infrastructure company in Europe, and Entra’s strong management and high-quality portfolio would further strengthen our position as the preferred social infrastructure provider of choice in the Nordics. We welcome the opportunity to have constructive engagement with the Board of Entra to deliver on these strategic and financial benefits."
"We are aware that another bid may materialise, but we are confident that this alternative bid, if and when it is confirmed, will be inferior compared to ours, not least because of the inherent deal uncertainty it seems to involve and share price risk. In our offer, price is set at NOK 165 per share, regardless of where the SBB share price moves between now and towards the end of the offer period. Our offer consists of 70 % in cash consideration, which we believe represents a significant advantage, and we are offering the same bid to all shareholders as we believe every shareholder should be treated equally."