Final result of S-Bank Plc’s voluntary recommended public cash tender offer for all the shares in Oma Savings Bank Plc: S-Bank Plc completes the tender offer and commences a subsequent offer period
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, PLEASE SEE SECTION ENTITLED "IMPORTANT INFORMATION" BELOW.
Final result of S-Bank Plc’s voluntary recommended public cash tender offer for all the shares in Oma Savings Bank Plc: S-Bank Plc completes the tender offer and commences a subsequent offer period
OMA SAVINGS BANK PLC STOCK EXCHANGE RELEASE 30 September 2026 at 14:05 (EEST)
On 9 July 2026, S-Bank Plc ("S-Bank" or the "Offeror"), announced a voluntary recommended public cash tender offer for all the issued and outstanding shares in Oma Savings Bank Plc ("Oma Savings Bank" or the "Company") that are not held by Oma Savings Bank or its subsidiaries (the "Shares" or, individually, a "Share") (the "Tender Offer"). The Offeror has published a tender offer document, dated 16 July 2026, concerning the Tender Offer and the supplements to the tender offer document, dated 14 August 2026, 31 August 2026, 7 September 2026 and 16 September 2026 (the tender offer document as supplemented with the aforementioned supplement documents, the "Tender Offer Document"). The offer period under the Tender Offer commenced on 17 July 2026 at 9:30 a.m. (Finnish time) and expired on 25 September 2026 at 4:00 p.m. (Finnish time).
Based on the final result of the Tender Offer, the 32,152,993 Shares validly tendered and not validly withdrawn in the Tender Offer represent approximately 96.78 percent of all issued and outstanding shares and votes in Oma Savings Bank (excluding treasury shares).
According to the terms and conditions of the Tender Offer, the completion of the Tender Offer is subject to, among other things, the fulfilment or waiver by the Offeror of the condition that the Tender Offer has been validly accepted with respect to the Shares representing, together with any Shares otherwise acquired or held by the Offeror on or prior to the date of the announcement of the final result of the Tender Offer, more than 90 percent of the Shares and voting rights in the Company, calculated pursuant to Chapter 18, Section 1 of the Finnish Companies Act (624/2006, as amended) (the "Minimum Acceptance Condition"). As the Minimum Acceptance Condition and all other conditions to completion have been satisfied, the Offeror will complete the Tender Offer in accordance with its terms and conditions.
The offer price will be paid on or about 7 October 2026, to each shareholder of Oma Savings Bank who has validly accepted, and not validly withdrawn, the Tender Offer in accordance with the terms and conditions of the Tender Offer. The offer price will be paid in accordance with the payment procedures described in the terms and conditions of the Tender Offer. The actual time of receipt of the payment by tendering shareholders of Oma Savings Bank will depend on the schedules of money transactions between financial institutions.
In order to allow also the remaining shareholders the possibility to accept the Tender Offer, the Offeror has decided to commence a subsequent offer period for the Shares in accordance with the terms and conditions of the Tender Offer (the "Subsequent Offer Period"). The Subsequent Offer Period will commence on 1 October 2026 at 9:30 a.m. (Finnish time) and expire on 22 October 2026 at 4:00 p.m. (Finnish time). During the Subsequent Offer Period, the Tender Offer can be accepted in accordance with the acceptance procedure described in the terms and conditions of the Tender Offer. All acceptances will be binding and cannot be withdrawn. Further instructions can be obtained from the relevant account operator or asset manager, or Danske Bank A/S, Finland Branch by sending an email to Omasp-offer@danskebank.com.
The Offeror will announce the preliminary percentage of the Shares validly tendered during the Subsequent Offer Period on or about 23 October 2026, and the final percentage on or about 27 October 2026. The offer price will be paid to each shareholder who has validly accepted, and not validly withdrawn, the Tender Offer during the Subsequent Offer Period on or about 3 November 2026. The actual time of receipt of the payment by tendering shareholders of Oma Savings Bank will depend on the schedules of money transactions between financial institutions.
It is the Offeror’s intention to acquire all the Shares and to apply for the Shares to be delisted from the regulated market of Nasdaq Helsinki Ltd ("Nasdaq Helsinki") as soon as permitted and reasonably practicable under the applicable laws and regulations and the rules of Nasdaq Helsinki. As the Offeror’s ownership in Oma Savings Bank will exceed 90 percent of the Shares and voting rights carried by the Shares after the settlement of the Shares tendered in the Tender Offer, the Offeror intends to initiate compulsory redemption proceedings to acquire the remaining Shares in accordance with the Finnish Companies Act.
The Offeror may acquire Shares on or after the date of this release in public trading on Nasdaq Helsinki or otherwise.
ADVISERS
The Offeror has appointed PricewaterhouseCoopers Oy as lead financial adviser, Danske Bank A/S, Finland Branch as arranger of the tender offer, Borenius Attorneys Ltd as legal adviser, and IR Partners Oy as communication advisor in connection with the Tender Offer. Oma Savings Bank has appointed EY Advisory Oy as financial adviser, Krogerus Attorneys Ltd as legal adviser and Rud Pedersen Finland Ltd as communication advisor in connection with the Tender Offer.
Additional information:
Oma Savings Bank Plc
Carl Pettersson, Vice Chair of the Board of Directors, interview requests via Chief Communications Officer
Karri Alameri, CEO, interview requests via Chief Communications Officer
Pirjetta Soikkeli, Chief Communications Officer, tel. +358 40 7500 093, pirjetta.soikkeli@omasp.fi
Riikka Laine-Tolonen, CEO, interview requests via communications
Tiina Nurmi, Chief Communications Officer, tel. +358 10 768 1689, tiina.2.nurmi@s-pankki.fi
S-Bank Communications, tel. +358 10 767 9300, viestinta@s-pankki.fi
Information regarding the Tender Offer is available at www.s-pankki.fi/tenderoffer.
ABOUT OMA SAVINGS BANK
Oma Savings Bank is a well-capitalised and profitable Finnish bank that serves over 200,000 personal and corporate customers through 48 branches across Finland and digital channels with approximately 600 experts. Oma Savings Bank focuses primarily on retail banking and offers its customers a diverse range of banking services both through its own balance sheet and by intermediating products of its cooperation partners, such as credit, investment and loan protection products. Oma Savings Bank also engages in mortgage banking operations. Oma Savings Bank’s key objective is a first-class customer experience through personal service and easy accessibility in both digital and traditional channels. The Shares of Oma Savings Bank are listed on the regulated market maintained by Nasdaq Helsinki.
ABOUT S-BANK
S-Bank is a well-capitalised bank and part of the domestic S Group. S-Bank was created as a bank for co-op members with the mission of ensuring that everyone has the possibility of a little more wealth. S-Bank offers its customers banking, financing and wealth management services and engages in mortgage banking operations. At the end of 2025, S-Bank had more than 3.4 million customers, of which 858,000 were active customers. S-Bank’s strategy is to grow the number of active customers and the share of customers who consolidate their banking activities with S-Bank, and to offer superior ease and benefits through a service model that combines digital and personal service. S-Bank employs approximately 1,200 experts.
IMPORTANT INFORMATION
THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER 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 FINLAND.
THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAWS OR REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. THE TENDER OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA AND ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.
THIS STOCK EXCHANGE RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OF NASDAQ HELSINKI AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS ANNOUNCEMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.
Information for shareholders of Oma Savings Bank in the United States
Shareholders of Oma Savings Bank in the United States are advised that the Shares are not listed on a U.S. securities exchange and that Oma Savings Bank is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "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 Tender Offer will be made for the issued and outstanding shares of Oma Savings Bank, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The Tender Offer is made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, subject to the exemption provided under Rule 14d-1(c) under the Exchange Act, for a "Tier I" tender offer, and otherwise in accordance with the disclosure and procedural requirements of Finnish law, including with respect to the Tender Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. In particular, the financial information included in this announcement has been prepared in accordance with applicable accounting standards in Finland, which may not be comparable to the financial statements or financial information of U.S. companies.
You should note that the Offeror’s ability to waive the conditions to the Tender Offer (both during and after the end of the acceptance period) and the shareholders’ ability to withdraw their acceptances, are not the same under a tender offer governed by Finnish law as under a tender offer governed by U.S. law. U.S. shareholders are encouraged to consult with their own advisors regarding the Tender Offer. In particular, the Offeror may waive conditions to the Tender Offer without offering withdrawal rights, to the extent not required by applicable law.
The Tender Offer is made to Oma Savings Bank’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of Oma Savings Bank to whom an offer is made. Any informational documents, including this announcement, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to Oma Savings Bank’s other shareholders.
To the extent permissible under applicable law or regulations, the Offeror and its affiliates or its brokers and its brokers’ affiliates (acting as agents for the Offeror or its affiliates, as applicable) may from time to time after the date of this stock exchange release and during the pendency of the Tender Offer, and other than pursuant to the Tender Offer, directly or indirectly purchase or arrange to purchase Shares or any securities that are convertible into, exchangeable for or exercisable for Shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of Oma Savings Bank of such information. In addition, the financial advisers to the Offeror may also engage in ordinary course trading activities in securities of Oma Savings Bank, which may include purchases or arrangements to purchase such securities. To the extent required in Finland, any information about such purchases will be made public in Finland in the manner required by Finnish law.
Neither the SEC nor any U.S. state securities commission has approved or disapproved the Tender Offer, passed upon the merits or fairness of the Tender Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in relation to the Tender Offer. Any representation to the contrary is a criminal offence in the United States.
The receipt of cash pursuant to the Tender Offer by a U.S. holder of Shares may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each holder of Shares is urged to consult its independent professional advisers immediately regarding the tax and other consequences of accepting the Tender Offer.
To the extent the Tender Offer is subject to U.S. securities laws, those laws only apply to U.S. holders of Shares and will not give rise to claims on the part of any other person. It may be difficult for Oma Savings Bank’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws, since the Offeror and Oma Savings Bank are located in non-U.S. jurisdictions and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. Oma Savings Bank shareholders may not be able to sue the Offeror or Oma Savings Bank or their respective officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel the Offeror and Oma Savings Bank and their respective affiliates to subject themselves to a U.S. court’s judgment.
Forward-looking statements
This release contains statements that, to the extent they are not historical facts, constitute "forward-looking statements". Forward-looking statements include statements concerning plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, business strategy and the trends in the industries and the political and legal environment and other information that is not historical information. In some instances, they can be identified by the use of forward-looking terminology, including the terms "believes", "intends", "may", "will" or "should" or, in each case, their negative or variations on comparable terminology. By their very nature, forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, investors are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this release.
Disclaimer
PricewaterhouseCoopers Oy is acting as financial adviser to the Offeror and no-one else in connection with this announcement. Neither PricewaterhouseCoopers Oy nor its affiliates, nor their respective partners, directors, officers, employees or agents are responsible to anyone other than the Offeror for providing the protections afforded to clients of PricewaterhouseCoopers Oy or for providing advice in connection with any matters referred to in this announcement.
Danske Bank A/S is authorised under Danish banking law. It is subject to supervision by the Danish Financial Supervisory Authority. Danske Bank A/S is a private, limited liability company incorporated in Denmark with its head office in Copenhagen where it is registered in the Danish Commercial Register under number 61126228.
Danske Bank A/S (acting via its Finland Branch) is acting as arranger for the benefit of the Offeror and no other person in connection with these materials or their contents. Danske Bank A/S will not be responsible to any person other than the Offeror for providing any of the protections afforded to clients of Danske Bank A/S, nor for providing any advice in relation to any matter referred to in these materials. Without limiting a person’s liability for fraud, Danske Bank A/S, nor any of its affiliates nor any of its respective directors, officers, representatives, employees, advisers or agents shall have any liability to any other person (including, without limitation, any recipient) in connection with the Tender Offer.
EY Advisory Oy is acting exclusively for Oma Savings Bank Plc and no one else in connection with the Tender Offer and the matters set out in this announcement. Neither EY Advisory Oy nor its affiliates, nor their respective partners, directors, officers, employees or agents are responsible to anyone other than Oma Savings Bank for providing the protections afforded to clients of EY Advisory Oy, or for giving advice in connection with the Tender Offer or any matter or arrangement referred to in this announcement.
