Sydbank — M&A Activity 2013

Dec 20, 2013

Aabenraa, Denmark, 2013-12-20 08:30 CET (GLOBE NEWSWIRE) --
On 21 November 2013 Sydbank A/S ("Sydbank") published a tender offer document
("Tender Offer Document") regarding a voluntary recommended public tender offer
to the shareholders of DiBa Bank A/S ("DiBa Bank") for the purchase of all
shares in DiBa Bank against a consideration in cash of DKK 145 per share of DKK
20 nominal ("Tender Offer").

On 2 December 2013 the Danish Competition and Consumer Authority approved the
acquisition by Sydbank of up to 100% of the shares in DiBa Bank. On 6 December
2013 the Danish FSA also approved the acquisition by Sydbank of up to 100% of
the shares in DiBa Bank. Consequently all approvals and licenses from
competition regulators and the Danish FSA necessary to implement the Tender
Offer have been obtained. Moreover the extraordinary general meetings held at
DiBa Bank on 9 December 2013 and 12 December 2013 resolved to cancel the
provisions relating to the voting ceiling and the shareholders’ committee in
the Articles of Association of DiBa Bank, upon which the Tender Offer was also
conditional.

At the expiry of the tender offer period on 19 December 2013 at 21.00, Sydbank
had received acceptances whereby following the implementation of the Tender
Offer Sydbank will own approx 96.2% of the shares and voting rights in DiBa
Bank.

Consequently Sydbank can ascertain that all terms and conditions for the
implementation of the Tender Offer have been met.

Settlement of acceptances will take place on 30 December 2013.

As soon as possible Sydbank will request the Board of Directors of DiBa Bank to
convene an extraordinary general meeting with a view to electing a new Board of
Directors as well as adopting certain amendments to the Articles of
Association. Furthermore Sydbank will as soon as possible initiate a compulsory
redemption of the remaining minority shareholders’ shares in DiBa Bank in
pursuance of sections 70-72 of the Danish Companies Act and an application for
the delisting of the shares in DiBa Bank from NASDAQ OMX Copenhagen A/S will
subsequently be submitted.