Recommended public tender offer (share exchange offer) from Sampo

Topdanmark A/S and Sampo plc have entered into a combination agreement pursuant to which Sampo will make a recommended public tender offer (share exchange offer) for up to all shares (except treasury shares and shares already held by Sampo) in Topdanmark with consideration consisting of 1.25 new A shares in Sampo for each share in Topdanmark. Sampo finds that the planned integration of Topdanmark into If’s pan-Nordic business organisation will strengthen the group’s leading position in the Danish Property and Casualty (P&C) insurance market and consolidate its leadership position in the Nordics.

Topdanmark’s Board of Directors  finds that the consideration represents attractive financial value to Topdanmark’s shareholders and has unanimously decided, subject to its fiduciary duty, to recommend that Topdanmark shareholders accept the exchange offer when made. The decision is supported by a fairness opinion from Carnegie Investment Bank, acting as exclusive financial adviser to Topdanmark’s Board of Directors, and a separate fairness opinion from ABG Sundal Collier, both stating that the consideration is fair from a financial point of view.

Completion of the exchange offer, if made, is conditional, inter alia, on Sampo obtaining more than 90% of the voting rights and share capital (excluding treasury shares) in Topdanmark. Sampo has obtained regulatory approvals from relevant authorities.

This site contains relevant information about the transaction.

Timeline

According to Sampo, the indicative timeline of the transaction is as follows:

  • 17 June 2024: Announcement of combination agreement and exchange offer.
  • 9 July 2024: Extraordinary general meeting in Sampo.
  • August 2024: Publication of prospectus by Sampo.
  • As soon as possible: Publication of offer document and commencement of offer period.
  • Upon publication of the offer document: Publication of statement from Topdanmark’s Board of Directors.
  • Not less than 20 working days after offer document publication: Expected expiration of the offer period (subject to any extension of the offer period by Sampo).
  • During September 2024: Completion of the exchange offer (subject to all conditions for completion having been fulfilled).

The indicative timeline is preliminary and subject to change.

Acceptance

With the publication of the offer document, an acceptance form will be available. If you are holding your shares in a securities custody account in your own name, you will need to complete and return the acceptance form to your custodian bank in due time to allow the custodian bank to process and communicate the acceptance to the settlement bank before the offer period expires. If you are holding your shares in Topdanmark's share inscription system, you will need to complete and return the acceptance form to Topdanmark in due time to allow Topdanmark to process and communicate the acceptance to the settlement bank before the offer period expires. Before accepting the exchange offer, shareholders are recommended to read the offer document as it contains important information about the exchange offer.

Contacts

Investor Relations

Robin Hjelgaard Løfgren

Head of Investor Relations

Tel.: +45 44 74 40 17

Mobile: +45 29 62 16 91

Email: rho@topdanmark.dk

 

Media

Anders Walthersdorf Frederiksen

Head of Communications

Mobile: +45 21 15 96 76

Email: awk@topdanmark.dk

 

Søren Martin Olsen

Head of Press

Mobile: +45 25 45 65 75

Email: smo@topdanmark.dk

 

Share administration

Tel.: +45 44 68 44 11 (Monday-Friday 10-14)

Email: aktieadm@topdanmark.dk