M&A Activity • Sep 22, 2011
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Download Source FileOn 22 September 2011, Spar Nord Bank's subsidiary, Finans Nord A/S, concluded
an agreement with Jyske Bank's subsidiary, Jyske Finans A/S, according to which
Jyske Finans will acquire Finans Nord Easyfleet A/S and take over the
forward-looking activities of Finans Nord A/S as of 1 October 2011. At the same
time, it was agreed that Jyske Finans will take over the administration of
Finans Nord's Danish leasing portfolio. The remaining portfolio at Finans Nord
A/S will be phased out, and the transaction will thus significantly boost Spar
Nord's efforts to ensure comfortable strategic liquidity in the years to come.
Spar Nord Bank concludes agreement with Jyske
Finans A/S regarding the sale of Finans Nord Easyfleet A/S and transfer of the
forward-looking activities of Finans Nord A/S
On 22 September 2011, Spar Nord
Bank's subsidiary, Finans Nord A/S, concluded an agreement with Jyske Bank's
subsidiary, Jyske Finans A/S, according to which Jyske Finans will acquire
Finans Nord Easyfleet A/S and take over the forward-looking activities of
Finans Nord A/S as of 1 October 2011. At the same time, it was agreed that
Jyske Finans will take over the administration of Finans Nord's Danish leasing
portfolio. The
remaining portfolio at Finans Nord A/S will be phased out, and the transaction
will thus significantly boost Spar Nord's efforts to ensure comfortable
strategic liquidity in the years to come.
In connection with the announcement of the Group's Interim Report on 17
August 2011, a decision was made to divest the Group's leasing activities in
light of the uncertain funding market for Danish financial institutions. A
process to explore the potential for a whole or partial divestment was also
launched.
The primary reason for this decision was the fact that the Group's senior
funding is partly made up of Spar Nord's DKK 7.2 billion of state-guaranteed
bond issues, which fall due in 2011-13. As the leasing company Finans Nord A/S,
with its subsidiaries SN Finans Nord AB and Finans Nord Easyfleet A/S, had
assets totalling about DKK 8.5 billion at 31 August 2011, and since Finans Nord
is primarily financed by Spar Nord Bank, divesting the Group's leasing
activities will signficantly reduce Spar Nord's need for senior funding.
Jyske Finans will take over the
forward-looking activities and the administration of Finans Nord's existing
portolio
The agreement with Jyske Finans A/S means that as of 1 October 2011 Jyske
Finans will take over the forward-looking activities of Finans Nord A/S and a
large number of its employees. At the same time, it has been agreed that Jyske
Finans will take over the administration of Finans Nord's existing leasing
contracts in return for an agreed fee paid on an ongoing basis.
Finans Nord A/S will then phase out its existing leasing portfolio, which
amounts to DKK 6.2 billion as of today. The average contractual term of the
underlying agreements is 48 months, and the historical repayment period is
30-38 months due to premature redemption. The portfolio is expected to decrease
to DKK 5.7 billion at end-2011, to DKK 3.5 billion at end-2012 and DKK 1.5
billion at end-2013.
This wind-down should be viewed in light of the fact that Spar Nord Bank
A/S' bond issues covered by a state guarantee fall due as follows: DKK 1.0
billion in 2011, DKK 3.7 billion in 2012 and DKK 2.5 billion in 2013.
Jyske Finans buys Finans Nord
Easyfleet A/S at the carrying amount
In addition, it has been agreed that Jyske Finans will buy Finans Nord
Easyfleet A/S, a market leader in Denmark within operational leasing of
passenger cars and vans. The acquisition takes place at the carrying amount in
Finans Nord's books, corresponding to the equity of about DKK 41 million. Jyske
Finans will take over the shares in the company, the employees and the
portfolio of operating leases, amounting to about DKK 216 million.
In connection with the transaction, Finans Nord Easyfleet A/S' debt to
Spar Nord Bank A/S in the amount of DKK 200 million will be redeemed.
New distribution agreement
Spar Nord and Jyske Finans will also conclude a distribution agreement,
which means that Spar Nord will offer leasing products under its own name to
its own retail and business customers in cooperation with Jyske Finans.
Sales process regarding SN Finans
Nord AB still underway
The process regarding the potential divestment of the third and last part
of Finans Nord's activities, the leasing business in Sweden operated by SN
Finans Nord AB, with a loan volume of DKK 2.1 billion, is still in progress and
expected to be finalized before the end of 2011. Thus, SEB Enskilda also
operates as adviser to Spar Nord in connection with the divestment of SN Finans
Nord AB.
Non-recurring costs and future
earnings expectations
In connection with the transaction, Spar Nord will expense various
non-recurring costs in Q3 2011 that will impact on the 2011 profits. Thus,
payroll costs in connection with the restructuring process are expected to
amount to DKK 14 million, goodwill impairment to DKK 25 million and other
transaction costs to DKK 6 million.
The sale of Finans Nord Easyfleet A/S will realize goodwill in the amount
of DKK 3.4 million.
Starting with the quarterly report for Q3, the leasing ativities will be
categorized as discontinuing activities in the Spar Nord Group's financial
statements. At the same time, a more detailed account will be given of the
importance of the transaction to the Spar Nord Group's future earnings
expectations.
The agreement is not conditional upon approval by the authorities or
consents by other parties.
Lasse Nyby, Chief Executive Officer of Spar Nord Bank, has the following
comment on the agreement:
- Finans Nord has been good business for the Spar Nord Group for many
years. But in a market where funding has become a scarce and expensive
resource, the most sensible thing for us is to divest the leasing activities
and focus on creating growth in our banking business. Given the agreement we
have now concluded with Jyske Bank, we will be able to divest the portfolio
gradually as our senior funding falls due, and within a few years we will see
deposits and loans balance. At the same time we will ensure that the activities
of Finans Nord and Easyfleet are conducted professionally for the benefit of
both customers and employees.
Sincerely yours,
Spar Nord Bank A/S
Ole Madsen
Senior Vice President, Corporate Communication
Telephone: +4596344010
Ole Madsen
Senior Vice President, Corporate Communication
Telephone: +4596344010
[email protected]
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