Scana ASA: Rieber & Søn AS - Offer document approved and launch of mandatory offer for all remaining shares in Scana ASA
2026-10-30 17:10:09
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD
CONSTITUTE A VIOLATION OF APPLICABLE LAWS OR REGULATIONS.
Bergen, 30 October 2026: Reference is made to the stock exchange announcement on
2 October 2026, in which Rieber & Søn AS ("Rieber & Søn") announced that it had
acquired shares in Scana ASA ("Scana"), bringing its holding to 154,924,375
shares, representing approximately 33.54% of the shares and voting rights in
Scana, following completion of the purchase. Rieber & Søn thereby exceeded the
one-third threshold and became obliged to make a mandatory offer for the
remaining shares in Scana pursuant to Chapter 6 of the Norwegian Securities
Trading Act (the "Offer").
Rieber & Søn has since acquired additional shares and currently holds
158,586,429 shares, representing approximately 34.33% of the shares and voting
rights in Scana.
The Financial Supervisory Authority of Norway (Nw. Finanstilsynet) has on 30
October 2026 approved the offer document dated 30 October 2026 (the "Offer
Document") pursuant to Section 6-4, cf. Section 6-14, of the Norwegian
Securities Trading Act. Rieber & Søn hereby launches the Offer for all the
remaining 303,306,469 issued and outstanding shares in Scana not already owned
by it.
Key terms of the Offer
The offer price is NOK 1.40 per share, payable in cash (the "Offer Price"). The
Offer Price equals the highest price paid or agreed to be paid by Rieber & Søn,
or its close associates, for shares in Scana during the six months prior to the
obligation to make the Offer being triggered, cf. Section 6-10 (4) of the
Norwegian Securities Trading Act.
The acceptance period runs from and including 30 October 2026 to 16:30 hours
(CET) on 27 November 2026 (the "Acceptance Period"). Rieber & Søn may, subject
to approval by Financial Supervisory Authority of Norway, extend the Acceptance
Period, provided that the total Acceptance Period does not exceed six weeks
(i.e. to and including 11 December 2026).
Settlement will be made in NOK as soon as reasonably practicable and no later
than two weeks after expiry of the Acceptance Period, being 11 December 2026 if
the Acceptance Period is not extended. Settlement is guaranteed by DNB Bank ASA
in accordance with Section 6-10 (7) of the Norwegian Securities Trading Act.
The Offer is unconditional. The complete terms and conditions are set out in the
Offer Document.
The board of directors of Scana will publish a statement on the Offer pursuant
to Section 6-16 of the Norwegian Securities Trading Act no later than one week
before expiry of the Acceptance Period.
DNB Carnegie Issuer Services, a part of DNB Bank ASA, acts as receiving agent
(retail@dnb.no). Wikborg Rein Advokatfirma AS acts as legal adviser to Rieber &
Søn.
Availability of the Offer Document
Subject to regulatory restrictions in certain jurisdictions, the Offer Document
and the acceptance form will be distributed to shareholders registered in
Scana's shareholder register in Euronext Securities Oslo (VPS) as of 28 October
2026, and are available at www.rieberson.no. The Offer may only be accepted on
the basis of the Offer Document and in accordance with the instructions set out
therein and in the acceptance form.
For further information, please contact: Brede Selseng, Rieber & Søn AS, tel.
+47 971 62 171
This information is subject to the disclosure requirements pursuant to the
Norwegian Securities Trading Act section 5-12.
Important notice
The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions. The
Offer Document and related acceptance forms are not and may not be distributed,
forwarded or transmitted into or within any jurisdiction where prohibited by
applicable law, including, without limitation, Canada, Australia, Hong Kong, New
Zealand, South Africa and Japan. Rieber & Søn does not assume any responsibility
in the event there is a violation by any person of such restrictions. Persons in
the United States should review "Notice to U.S. Holders" below. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions.
This announcement is for information purposes only and is not a tender offer
document and, as such, is not intended to and does not constitute or form any
part of an offer or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities, or the solicitation
of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise.
Investors may accept the Offer only on the basis of the information provided in
the Offer Document. Offers will not be made directly or indirectly in any
jurisdiction where either an offer or participation therein is prohibited by
applicable law or where any tender offer document or registration or other
requirements would apply in addition to those undertaken in Norway.
Shareholders of Scana must rely upon their own examination of the Offer
Document. Each shareholder should study the Offer Document carefully in order to
make an informed and balanced assessment of the Offer and the information
discussed and described therein. Shareholders should not construe the contents
of this announcement as legal, tax or accounting advice, or as information
necessarily applicable to each shareholder. Each shareholder should seek
independent advice from their own financial and legal advisors prior to making a
decision to accept the Offer.
No profit forecasts or estimates
No statement in this announcement is intended as a profit forecast or profit
estimate and no statement in this announcement should be interpreted to mean
that earnings or earnings per share for the current or future financial years
would necessarily match or exceed the historical published earnings or earnings
per share.
Forward-looking statements
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. By their nature, forward-looking statements involve risk
and uncertainty because they reflect the companies' current expectations and
assumptions as to future events and circumstances that may not prove accurate. A
number of material factors could cause actual results and developments to differ
materially from those expressed or implied by these forward-looking statements.
No assurance can be given that such expectations will prove to have been
correct. The information, opinions and forward-looking statements contained in
this announcement speak only as at its date and are subject to change without
notice. Rieber & Søn undertakes no obligation to review, update, confirm, or to
release publicly any revisions to any forward-looking statements to reflect
events that occur or circumstances that arise in relation to the content of this
announcement or otherwise.
Notice to U.S. Holders
U.S. Holders (as defined below) are advised that Scana's shares are not listed
on a U.S. securities exchange and that Scana is not subject to the periodic
reporting requirements of the U.S. Securities Exchange Act of 1934, as amended
(the "U.S. Exchange Act"), and is not required to, and does not, file any
reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.
The offer will be made to holders of shares resident in the United States ("U.S.
Holders") on the same terms and conditions as those made to all other holders of
shares of Scana to whom an offer is made. Any information documents, including
the Offer Document, will be disseminated to U.S. Holders on a basis comparable
to the method that such documents are provided to Scana's other shareholders to
whom an offer is made. The Offer will be made by Rieber & Søn and no one else.
The Offer is made to U.S. Holders pursuant to Section 14(e) and Regulation 14E
under the U.S. Exchange Act as a "Tier I" tender offer, and otherwise in
accordance with the requirements of Norwegian law. Accordingly, the Offer is
subject to disclosure and other procedural requirements, timetable, settlement
procedures and timing of payments, that are different from those that would be
applicable under U.S. domestic tender offer procedures and law.
Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, Rieber &
Søn and its affiliates or brokers (acting as agents for Rieber & Søn or its
affiliates, as applicable) may from time to time, and other than pursuant to the
Offer, directly or indirectly, purchase or arrange to purchase, shares or any
securities that are convertible into, exchangeable for or exercisable for such
shares outside the United States during the period in which the Offer remains
open for acceptance, so long as those acquisitions or arrangements comply with
applicable Norwegian law and practice and the provisions of such exemption. To
the extent information about such purchases or arrangements to purchase is made
public in Norway, such information will be disclosed by means of an English
language press release via an electronically operated information distribution
system in the United States or other means reasonably calculated to inform U.S.
Holders of such information. In addition, any financial advisors to Rieber & Søn
may also engage in ordinary course trading activities in securities of Scana,
which may include purchases or arrangements to purchase such securities.
to inform U.S.\
Holders of such information. In addition\, any financial advisors to Rieber & Søn\
may also engage in ordinary course trading activities in securities of Scana\,\
which may include purchases or arrangements to purchase such securities.\